STOCK
      PURCHASE AGREEMENT

     

    between

     

    HUMANA
      MEDICAL PLAN, INC.

     

    and

     

    METROPOLITAN
      HEALTH NETWORKS, INC.

     

    June
      27, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

    

     

    
      	 	 	 	
              Page

            
	
              1.

            	DEFINITIONS	
              1

            
	
              2.

            	SALE
              AND TRANSFER OF SHARES; CONSIDERATION; CLOSING	
              1

            
	 	
              2.1

            	
              Purchase
                and Sale

            	
              1

            
	 	
              2.2

            	
              Purchase
                Price; Payment at Closing

            	
              1

            
	 	
              2.3

            	
              Reductions
                Notice

            	
              2

            
	 	
              2.4

            	
              Estimated
                Excess Net Equity

            	
              2

            
	 	
              2.5

            	
              Net
                Equity Adjustment Amount; Final Determination of Purchase
                Price

            	
              2

            
	 	
              2.6

            	
              CMS
                Adjustments and Medicare Risk Adjustments

            	
              5

            
	 	
              2.7

            	
              Closing
                Date

            	
              7

            
	 	
              2.8

            	
              Escrow
                Fund

            	
              7

            
	 	
              2.9

            	
              Section
                338(h)(10) Election

            	
              8

            
	 	
              2.10

            	
              Items
                to be Delivered by Seller at Closing

            	
              8

            
	 	
              2.11

            	
              Items
                to be Delivered by Purchaser at Closing

            	
              9

            
	
              3.

            	REPRESENTATIONS
              AND WARRANTIES OF SELLER	
              10

            
	 	
              3.1

            	
              Authorization

            	
              10

            
	 	
              3.2

            	
              Binding
                Agreement

            	
              10

            
	 	
              3.3

            	
              Organization
                and Good Standing

            	
              10

            
	 	
              3.4

            	
              No
                Violation; Consents

            	
              11

            
	 	
              3.5

            	
              Capitalization

            	
              11

            
	 	
              3.6

            	
              Financial
                and Statutory Statements

            	
              12

            
	 	
              3.7

            	
              Undisclosed
                Liabilities

            	
              13

            
	 	
              3.8

            	
              General
                Compliance With Laws

            	
              13

            
	 	
              3.9

            	
              Insurance
                Business and other Governmental and Healthcare Matters

            	
              13

            
	 	
              3.10

            	
              Regulatory
                Filings and Reports; Accreditation

            	
              17

            
	 	
              3.11

            	
              Title

            	
              17

            
	 	
              3.12

            	
              Legal
                Proceedings

            	
              17

            
	 	
              3.13

            	
              Insurance

            	
              18

            
	 	
              3.14

            	
              Taxes

            	
              18

            
	 	
              3.15

            	
              Intellectual
                Property

            	
              20

            
	 	
              3.16

            	
              Environmental

            	
              21

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

      (continued)

    

     

    
      	 	 	 	
              Page

            
	 	
              3.17

            	
              Good
                Title, Operating Condition

            	
              22

            
	 	
              3.18

            	
              Real
                Property; Leases

            	
              22

            
	 	
              3.19

            	
              Material
                Agreements

            	
              23

            
	 	
              3.20

            	
              Providers
                and Provider Contracts

            	
              24

            
	 	
              3.21

            	
              Employee;
                Labor Relations

            	
              25

            
	 	
              3.22

            	
              Absence
                of Certain Changes or Events

            	
              26

            
	 	
              3.23

            	
              Employee
                Benefit Plans; ERISA

            	
              28

            
	 	
              3.24

            	
              Certain
                Business Relationships

            	
              30

            
	 	
              3.25

            	
              Accounts
                Receivables

            	
              30

            
	 	
              3.26

            	
              Relations
                and Members

            	
              30

            
	 	
              3.27

            	
              Terrorism
                Compliance

            	
              30

            
	 	
              3.28

            	
              Guarantees

            	
              30

            
	 	
              3.29

            	
              Banks
                and Depositories

            	
              31

            
	 	
              3.30

            	
              Limitation
                on Use of Funds

            	
              31

            
	 	
              3.31

            	
              Books
                and Records

            	
              31

            
	 	
              3.32

            	
              Brokers’
                Fees

            	
              31

            
	
              4.

            	REPRESENTATIONS
              AND WARRANTIES OF PURCHASER	
              31

            
	 	
              4.1

            	
              Authorization

            	
              31

            
	 	
              4.2

            	
              Binding
                Agreement

            	
              31

            
	 	
              4.3

            	
              Organization
                and Good Standing

            	
              32

            
	 	
              4.4

            	
              No
                Violation

            	
              32

            
	 	
              4.5

            	
              Investment
                Representations

            	
              32

            
	 	
              4.6

            	
              Restricted
                Securities

            	
              32

            
	 	
              4.7

            	
              Brokers’
                Fees

            	
              33

            
	 	
              4.8

            	
              Financing

            	
              33

            
	
              5.

            	PRE-CLOSING
              COVENANTS	
              33

            
	 	
              5.1

            	
              Access
                and Information; Inspections

            	
              33

            
	 	
              5.2

            	
              Conduct
                of Business

            	
              34

            
	 	
              5.3

            	
              Negative
                Covenants of Seller

            	
              34

            
	 	
              5.4

            	
              No-Shop

            	
              36

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

      (continued)

    

     

    
      	 	 	 	
              Page

            
	 	
              5.5

            	
              Efforts
                to Close

            	
              36

            
	 	
              5.6

            	
              Confidentiality

            	
              37

            
	 	
              5.7

            	
              Required
                Governmental Approvals

            	
              37

            
	 	
              5.8

            	
              Transactions
                with Affiliates

            	
              37

            
	 	
              5.9

            	
              Certain
                Notifications Required

            	
              38

            
	 	
              5.10

            	
              Insurance

            	
              38

            
	
              6.

            	POST-CLOSING
              COVENANTS	
              39

            
	 	
              6.1

            	
              Non-solicitation

            	
              39

            
	 	
              6.2

            	
              Non-competition;
                Non-solicitation of Members or Providers

            	
              39

            
	 	
              6.3

            	
              Employee
                Matters

            	
              40

            
	 	
              6.4

            	
              Use
                of Name and Trademarks

            	
              42

            
	 	
              6.5

            	
              Tax
                Matters

            	
              43

            
	 	
              6.6

            	
              IT
                Transition Costs

            	
              44

            
	
              7.

            	CONDITIONS
              PRECEDENT TO OBLIGATIONS OF SELLER	
              45

            
	 	
              7.1

            	
              Unfavorable
                Action or Proceeding

            	
              45

            
	 	
              7.2

            	
              Performance
                of Covenants

            	
              45

            
	 	
              7.3

            	
              Governmental
                Authorizations

            	
              45

            
	 	
              7.4

            	
              Seller
                Third Party Consents

            	
              45

            
	 	
              7.5

            	
              Purchase
                Price

            	
              45

            
	 	
              7.6

            	
              Warranties
                True and Correct

            	
              45

            
	 	
              7.7

            	
              MHP
                Provider Agreement

            	
              46

            
	 	
              7.8

            	
              Bring
                Down

            	
              46

            
	
              8.

            	CONDITIONS
              PRECEDENT TO OBLIGATIONS OF PURCHASER	
              46

            
	 	
              8.1

            	
              Unfavorable
                Action or Proceeding

            	
              46

            
	 	
              8.2

            	
              Performance
                of Covenants

            	
              46

            
	 	
              8.3

            	
              Governmental
                Authorizations

            	
              46

            
	 	
              8.4

            	
              Purchaser
                Third Party Consents

            	
              46

            
	 	
              8.5

            	
              Representations
                and Warranties True and Correct

            	
              47

            
	 	
              8.6

            	
              Bring
                Down

            	
              47

            
	 	
              8.7

            	
              MHP
                Provider Agreement

            	
              47

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    
      
        TABLE
          OF CONTENTS

        (continued)

      

    

     

    
      	 	 	 	
              Page

            
	 	
              8.8

            	
              Material
                Adverse Effect

            	
              47

            
	
              9.

            	TERMINATION	
              47

            
	 	
              9.1

            	
              Termination

            	
              48

            
	 	
              9.2

            	
              Termination
                Consequences

            	
              48

            
	
              10.

            	SURVIVAL
              AND INDEMNIFICATION	
              48

            
	 	
              10.1

            	
              Survival;
                Claims for Indemnification

            	
              48

            
	 	
              10.2

            	
              Indemnification

            	
              49

            
	 	
              10.3

            	
              Claims

            	
              51

            
	 	
              10.4

            	
              Reduction
                for Insurance

            	
              52

            
	 	
              10.5

            	
              Exclusive
                Remedy

            	
              52

            
	 	
              10.6

            	
              Additional
                Limitations on Recourse

            	
              52

            
	
              11.

            	MISCELLANEOUS
              PROVISIONS	
              53

            
	 	
              11.1

            	
              Further
                Assurances and Cooperation

            	
              53

            
	 	
              11.2

            	
              Successors
                and Assigns

            	
              53

            
	 	
              11.3

            	
              Governing
                Law; Venue

            	
              53

            
	 	
              11.4

            	
              Amendments

            	
              53

            
	 	
              11.5

            	
              Exhibits,
                Schedules and Disclosure Schedule

            	
              53

            
	 	
              11.6

            	
              Notices

            	
              53

            
	 	
              11.7

            	
              Headings

            	
              54

            
	 	
              11.8

            	
              Confidentiality
                and Publicity; Press Releases

            	
              54

            
	 	
              11.9

            	
              Gender
                and Number; Construction

            	
              55

            
	 	
              11.10

            	
              Third
                Party Beneficiary

            	
              55

            
	 	
              11.11

            	
              Expenses
                and Attorneys’ Fees

            	
              55

            
	 	
              11.12

            	
              Counterparts

            	
              55

            
	 	
              11.13

            	
              Entire
                Agreement

            	
              56

            
	 	
              11.14

            	
              No
                Waiver

            	
              56

            
	 	
              11.15

            	
              Severability

            	
              56

            
	 	
              11.16

            	
              Time
                is of the Essence

            	
              56

            


    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

     

    LIST
      OF EXHIBITS

     

    
      	
              Description

            	
              Exhibit

            
	 	 
	
              Illustration
                of Net Equity Adjustment Amount Determination

            	
              A

            
	
              Escrow
                Agreement

            	
              B

            
	
              Release
                of Claims Agreement

            	
              C

            
	
              Form
                of Agreement Not to Compete or Solicit

            	
              D

            
	
              Form
                of Occupancy and Operational License

            	
              E

            
	
              MHP
                Provider Agreements

            	
              F

            


    

     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    

     

    LIST
      OF SCHEDULES

     

    
      	
              Description

            	
              Schedule

            
	 	 
	
              Material
                Contracts Requiring Consent

            	
              3.4(a)

            
	
              Certain
                Material Contracts and Governmental Authorizations Requiring
                Notice

            	
              3.4(b)

            
	
              Financial
                Statements

            	
              3.6(a)

            
	
              Statutory
                Statements

            	
              3.6(b)

            
	
              Certain
                Reinsurance Contracts

            	
              3.6(c)

            
	
              Undisclosed
                Liabilities

            	
              3.7

            
	
              Healthcare
                Governmental Authorizations/Service Areas

            	
              3.9(a)

            
	
              Governmental
                Contracts

            	
              3.9(b)

            
	
              Healthcare
                Enrollment Forms

            	
              3.9(g)

            
	
              Certain
                Healthcare Members

            	
              3.9(h)

            
	
              Reinsurance
                Contracts

            	
              3.9(i)

            
	
              Broker
                Contracts

            	
              3.9(j)

            
	
              Lag
                Reports

            	
              3.9(k)

            
	
              Compliance
                with Medicare/Medicaid

            	
              3.9(l)

            
	
              Delinquent
                Regulatory Filings

            	
              3.10(a)

            
	
              Legal
                Proceedings

            	
              3.12

            
	
              Insurance
                Policies

            	
              3.13(a)

            
	
              Available
                Tail Coverage

            	
              3.13(b)

            
	
              Tax
                Sharing Agreements

            	
              3.14(h)

            
	
              Taxing
                Authority Audits

            	
              3.14(j)

            
	
              Intellectual
                Property

            	
              3.15(a)

            
	
              Needed
                Intellectual Property

            	
              3.15(b)

            
	
              Intellectual
                Property Licenses

            	
              3.15(d)

            
	
              Actions
                to Perfect Intellectual Property

            	
              3.15(e)

            
	
              Environmental

            	
              3.16

            
	
              Good
                Title

            	
              3.17

            
	
              Real
                Property Leases

            	
              3.18

            
	
              Material
                Agreements

            	
              3.19

            
	
              Provider
                Contracts

            	
              3.20(a)

            
	
              Provider
                Contract Liabilities

            	
              3.20(b)

            
	
              Provider
                Contracts with Extraordinary Payments

            	
              3.20(c)

            
	
              Provider
                Contract Defaults and Breaches

            	
              3.20(d)

            
	
              Current
                Employees

            	
              3.21(a)

            
	
              Labor
                Practices

            	
              3.21(c)

            
	
              Employment
                Contracts; Loans to Employees

            	
              3.21(d)

            
	
              Absence
                of Certain Changes or Events

            	
              3.22

            
	
              Employee
                Benefit Plans

            	
              3.23(a)

            
	
              Non-Qualified
                Plans/Investments in Employer Securities

            	
              3.23(c)

            
	
              Retiree
                or Former Employee Health or Welfare Benefits

            	
              3.23(f)

            
	
              Employee
                Benefit Plan Proceedings or Liens

            	
              3.23(k)

            
	
              Certain
                Increased Costs under Employee Benefit Plans

            	
              3.23(l)

            
	
              Certain
                Business Relationships

            	
              3.24

            
	
              Relations
                and Members

            	
              3.26

            


    

     

    
      
        
        

      

      
        -vi-

        
          

        

      

      
        
        

      

    

     

    
      	
              Guarantees

            	
              3.28

            
	
              Banks
                and Depositories

            	
              3.29

            
	
              Brokers’
                Fees

            	
              3.32

            
	
              No
                Violation

            	
              4.4

            
	
              Debt
                Cancellation

            	
              5.3(m)

            
	
              Transactions
                with Affiliates

            	
              5.8

            
	
              Executive
                List for Agreement Not to Compete or Solicit

            	
              6.2(h)

            
	
              Designated
                Employees for Termination

            	
              6.3(b)

            
	
              Employment
                Contracts for Termination

            	
              6.3(c)

            
	
              Required
                Non-Governmental Consents for Closing

            	
              8.4

            


    

     

    
      
        
        

      

      
        -vii-

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF DEFINED TERMS

    

      
        	
                Term
                  Section

              	
                 

              
	 	 
	
                Action
                  or Proceeding

              	
                Appendix

              
	
                Actual
                  Excess Net Equity

              	
                2.5

              
	
                Acquisition
                  Balance Sheet

              	
                3.6(a)

              
	
                Advisors

              	
                Appendix

              
	
                Affiliate

              	
                Appendix

              
	
                Agency
                  Audit

              	
                Appendix

              
	
                Agreement

              	
                Preamble

              
	
                AHCA

              	
                Appendix
                  

              
	
                Annual
                  Financial Statements

              	
                3.6(a)
                  

              
	
                Annual
                  Statement

              	
                3.6(b)

              
	
                Applicable
                  Rate

              	
                Appendix

              
	
                Audit
                  Reports

              	
                3.10(a)

              
	
                Base
                  Purchase Price

              	
                2.2

              
	
                Basket
                  Amount

              	
                10.2(c)

              
	
                Broker
                  Contracts

              	
                3.9(j)

              
	
                Business

              	
                Appendix

              
	
                Business
                  Day

              	
                Appendix

              
	
                Cap

              	
                10.2(d)

              
	
                Claims
                  Settlement Period

              	
                Appendix

              
	
                Closing
                  Net Equity

              	
                Appendix

              
	
                CMS

              	
                Appendix

              
	
                CMS
                  Part D Payment Reconciliation

              	
                Appendix

              
	
                CERCLA

              	
                3.16(a)

              
	
                Charter
                  Documents

              	
                3.3

              
	
                Closing

              	
                2.7

              
	
                Closing
                  Balance Sheet

              	
                2.4

              
	
                Closing
                  Date

              	
                2.7

              
	
                COBRA

              	
                Appendix

              
	
                Code

              	
                Appendix

              
	
                Company

              	
                Recitals

              
	
                Company
                  Employees

              	
                6.3

              
	
                Competitive
                  Business Activity

              	
                6.2(a)

              
	
                Completion
                  Amount

              	
                Appendix

              
	
                Confidential
                  Information

              	
                Appendix

              
	
                Contract
                  or Agreement

              	
                Appendix

              
	
                Current
                  Employees

              	
                3.21(a)

              
	
                Determination

              	
                2.5(a)

              
	
                DB
                  Plan

              	
                Appendix

              
	
                Deferred
                  Compensation Plan

              	
                Appendix

              
	
                Effective
                  Date

              	
                Preamble

              
	
                Effective
                  Time

              	
                2.7

              
	
                Election

              	
                2.9(a)

              
	
                Enrollment
                  Forms

              	
                Appendix

              


      

       

      
        
          
          

        

        
          -viii-

          
            

          

        

        
          
          

        

      

       

      
        	
                ERISA

              	
                Appendix

              
	
                ERISA
                  Affiliate

              	
                Appendix

              
	
                Escrow
                  Agent

              	
                Appendix

              
	
                Escrow
                  Agreement

              	
                Appendix

              
	
                Escrow
                  Fund

              	
                Appendix

              
	
                Estimated
                  Excess Net Equity

              	
                2.4

              
	
                Estimated
                  Net Equity

              	
                Appendix

              
	
                Exchange
                  Act

              	
                11.8

              
	
                Federal
                  HMO Act

              	
                Appendix

              
	
                Financial
                  Statements

              	
                3.6(a)

              
	
                GAAP

              	
                Appendix

              
	
                Governmental
                  Authorization

              	
                Appendix

              
	
                Governmental
                  Authority

              	
                Appendix

              
	
                Government
                  Contracts

              	
                3.9(b)

              
	
                Hazardous
                  Materials

              	
                3.16(a)

              
	
                Health
                  Benefit Laws

              	
                Appendix

              
	
                Health
                  Benefit Plan

              	
                Appendix

              
	
                HealthFirst

              	
                6.6

              
	
                HIPAA

              	
                Appendix

              
	
                Indemnitee

              	
                10.3(a)

              
	
                Indemnitors

              	
                10.3(a)

              
	
                Independent
                  Accountant

              	
                2.5(a)

              
	
                Intellectual
                  Property

              	
                3.15(a)

              
	
                Interim
                  Statement

              	
                3.6(b)

              
	
                IPA
                  Agreement

              	
                6.2(g)

              
	
                Knowledge

              	
                Appendix

              
	
                Laws

              	
                Appendix

              
	
                Leases

              	
                3.18

              
	
                Liabilities

              	
                Appendix

              
	
                License
                  Agreement

              	
                2.9(j)

              
	
                Lien

              	
                Appendix

              
	
                Loss
                  or Losses

              	
                10.2(a)

              
	
                MAE
                  Notice

              	
                5.9

              
	
                Material
                  Adverse Effect

              	
                Appendix

              
	
                Material
                  Agreement

              	
                3.19

              
	
                Medicaid

              	
                Appendix

              
	
                Medicare

              	
                Appendix

              
	
                Medicare
                  Advantage Contracts

              	
                Appendix

              
	
                Medicare
                  Advantage Program

              	
                Appendix

              
	
                Medicare
                  Risk Payments

              	
                2.6(b)

              
	
                Member

              	
                Appendix

              
	
                Member
                  Months

              	
                2.6(a)

              
	
                MHP
                  Closing Costs

              	
                Appendix

              
	
                MHP
                  Provider Agreements

              	
                Appendix

              
	
                Most
                  Recent Balance Sheet

              	
                Appendix

              
	
                Most
                  Recent Financial Statements

              	
                3.6(a)

              


      

       

      
        
          
          

        

        
          -ix-

          
            

          

        

        
          
          

        

      

       

      
        	
                MRA
                  Determination Date

              	
                2.6(b)

              
	
                MRA
                  Pro Rata Portion

              	
                2.6(b)

              
	
                Multiemployer
                  Plan

              	
                Appendix

              
	
                Net
                  Equity

              	
                Appendix

              
	
                Net
                  Equity Adjustment Amount

              	
                2.5

              
	
                OIR

              	
                Appendix

              
	
                Order

              	
                Appendix

              
	
                Ordinary
                  Course of Business

              	
                Appendix

              
	
                Part
                  D Determination Date

              	
                2.6(a)

              
	
                Part
                  D Reconciliations

              	
                2.6(a)

              
	
                Parties

              	
                Preamble

              
	
                Party

              	
                Preamble

              
	
                PBGC

              	
                Appendix

              
	
                Pension
                  Plan

              	
                Appendix

              
	
                Permitted
                  Liens

              	
                Appendix

              
	
                Person

              	
                Appendix

              
	
                Pre-Closing
                  Tax Deficiency

              	
                Appendix

              
	
                Pre-Closing
                  Taxes

              	
                Appendix

              
	
                Pre-Closing
                  Tax Period

              	
                Appendix

              
	
                Provider
                  Contracts

              	
                3.20(a)

              
	
                Pro
                  Rata Portion

              	
                2.6(a)

              
	
                Purchase
                  Price

              	
                2.2

              
	
                Purchase
                  Price Allocation

              	
                2.9(a)

              
	
                Purchaser

              	
                Preamble

              
	
                Purchaser
                  Indemnified Parties

              	
                10.2(a)

              
	
                Purchaser
                  Officer’s Certificate

              	
                7.8

              
	
                Purchaser
                  Third Party Consents

              	
                8.4

              
	
                Purchaser
                  MRA Determination

              	
                2.6(b)

              
	
                Purchaser
                  Part D Determination

              	
                2.6(a)

              
	
                Quarterly
                  Statement

              	
                3.6(b)

              
	
                Real
                  Property

              	
                3.18

              
	
                Recalculated
                  Net Equity

              	
                2.5(a)

              
	
                Reconciliation
                  Year 2008

              	
                Appendix

              
	
                Reductions
                  Notice

              	
                2.3

              
	
                Regulatory
                  Filings

              	
                3.10(a)

              
	
                Reinsurance
                  Contracts

              	
                3.9(i)

              
	
                Related
                  Agreement

              	
                3.1

              
	
                Restricted
                  Securities

              	
                4.6

              
	
                Routine
                  Communications

              	
                6.4

              
	
                Sale

              	
                2.1

              
	
                SAP

              	
                Appendix

              
	
                Securities
                  Act

              	
                3.5

              
	
                Seller

              	
                Preamble

              
	
                Seller
                  Indemnified Parties

              	
                10.2(b)

              
	
                Seller
                  Officer Certificate

              	
                8.6

              
	
                Seller
                  MRA Determination

              	
                2.6(b)

              


      

       

      
        
          
          

        

        
          -x-

          
            

          

        

        
          
          

        

      

       

      
        	
                Seller
                  Part D Determination

              	
                2.6(a)

              
	
                Seller
                  Plan

              	
                Appendix

              
	
                Seller
                  Third Party Consents

              	
                7.4

              
	
                Service
                  Areas

              	
                3.9(a)

              
	
                Shares

              	
                Recitals

              
	
                Specified
                  Agreements

              	
                3.19

              
	
                Specified
                  Proceedings

              	
                10.2(a)

              
	
                Statutory
                  Statements

              	
                3.6(b)

              
	
                Straddle
                  Period

              	
                Appendix

              
	
                Straddle
                  Period Taxes

              	
                Appendix

              
	
                Statutory
                  Surplus

              	
                Appendix

              
	
                Subsidiary

              	
                Appendix

              
	
                Targeted
                  Net Equity

              	
                2.4

              
	
                Tax

              	
                3.14

              
	
                Taxes

              	
                3.14

              
	
                Taxing
                  Authority

              	
                3.14

              
	
                Tax
                  Return

              	
                3.14

              
	
                Termination
                  Date

              	
                9.1(b)

              
	
                Third
                  Party Claim

              	
                10.3(a)

              
	
                Transactional
                  Representations and Warranties

              	
                10.1(a)

              
	
                Transition
                  Date

              	
                6.6

              
	
                UR

              	
                3.9(a)

              
	
                VEBA

              	
                Appendix

              
	
                WARN

              	
                6.3

              
	
                Welfare
                  Plan

              	
                Appendix

              


      

    

    


    
      
        
        

      

      
        -xi-

        
          

        

      

      
        
        

      

    


    STOCK
      PURCHASE AGREEMENT

     

    This
      Stock Purchase Agreement
      (this
“Agreement”)
      is
      made and entered into as of the 27th day of June, 2008 (the “Effective
      Date”),
      by
Humana
      Medical Plan, Inc.,
      a
      Florida corporation (“Purchaser”),
      and
Metropolitan
      Health Networks, Inc.,
      a
      Florida corporation (“Seller”).
      Purchaser and Seller are sometimes hereinafter referred to individually as
      “Party”
and
      collectively as “Parties.”

     

    RECITALS:

     

    A. Seller
      is
      the record and beneficial owner of 18,100,201 shares of outstanding common
      stock, having a par value of $0.001 per share (the “Shares”),
      of
      Metcare Health Plans, Inc., a Florida corporation (the “Company”),
      representing all of the outstanding capital stock of the Company.

     

    B. Purchaser
      desires to purchase from Seller, and Seller desires to sell to Purchaser, all
      of
      Seller’s right, title and interest in and to the Shares, for the consideration
      and on the terms and subject to the conditions set forth in this
      Agreement.

     

    AGREEMENT:

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises and the mutual promises and covenants
      contained in this Agreement, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the Parties hereby
      agree as follows:

     

    1.
      Definitions. In
      addition to the terms defined in this Agreement, certain other terms used in
      this Agreement are defined in the Appendix attached hereto, and, when used
      herein, shall have the meaning set forth in the Appendix, which is incorporated
      herein by reference.

     

    2.
      Sale and Transfer of Shares; Consideration; Closing.

     

    2.1
      Purchase and Sale.
      Upon
      terms and subject to the conditions in this Agreement, at the Closing (defined
      in Section 2.7),
      Seller
      shall sell, transfer, assign, and convey to Purchaser, and Purchaser shall
      purchase and acquire from Seller, all of Seller’s right, title and interest in
      and to the Shares, free and clear of all Liens, in exchange for the payment
      and
      delivery by Purchaser of the Purchase Price (defined in Section 2.2)
      in
      accordance with Section 2.2
      (the
“Sale”).

     

    2.2 Purchase
      Price; Payment at Closing.
      Upon
      the terms and subject to the conditions in this Agreement, and in consideration
      for the Sale, Purchaser shall pay and deliver to Seller an amount equal to
      the
      sum of (a) Fourteen Million dollars ($14,000,000.00), (the “Base
      Purchase Price”);
      and
      (b) the Estimated Excess Net Equity (collectively with the Base Purchase Price,
      the “Preliminary
      Purchase Price”).
      The
      Preliminary Purchase Price shall be subject to post-closing adjustment by the
      Net Equity Adjustment Amount (defined in Section 2.5)
      in
      accordance with Section 2.5,
      the
      additional post-closing CMS Part D adjustments as set forth below in Section
      2.6(a)
      and
      the additional post-closing Medicare Risk adjustments as set forth below in
      Section 2.6(b) (the Preliminary Purchase Price, as so adjusted, is referred
      to
      herein as the “Purchase
      Price”).
      At
      Closing, Purchaser shall cause the Preliminary Purchase Price to be paid to
      Seller as follows: (i) One Million Four Hundred Thousand dollars
      ($1,400,000.00),
      representing the Escrow Fund to be deposited with Escrow Agent pursuant to
      this
      Agreement, shall be wire transferred by Purchaser to Escrow Agent to an account
      designated by Escrow Agent for receipt thereof; and (ii) the balance of the
      Preliminary Purchase Price shall be wire transferred by Purchaser to Seller
      to
      an account designated by Seller for receipt thereof.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

       

    

    2.3
      Reductions Notice.
      At or
      prior to the Closing, Seller shall cause the Company to deliver to Purchaser
      a
      written notice (the “Reductions
      Notice”)
      setting forth the amount of the MHP Closing Costs, together with (i) the persons
      or entities to whom such payments are to be made, if applicable, and (ii) wire
      transfer instructions for the recipients of such payments, if
      applicable. Purchaser
      shall cause the Company to pay in full all MHP Closing Costs in accordance
      with
      the Reductions Notice.
      Notwithstanding anything to the contrary set forth in Section 2.2,
      the
      Parties hereby acknowledge and agree that the MHP Closing Costs are the sole
      responsibility of the Company and that none of the MHP Closing Costs shall
      be
      deemed to have been assumed by Purchaser, nor shall the payment of the MHP
      Closing Costs in accordance with this Section 2.3
      be
      deemed consideration for the Sale or other transactions contemplated by this
      Agreement.

     

    2.4
      Estimated
      Excess Net Equity.
      Within
      ten (10) Business Days of the Closing Date, and in no event less than five
      (5)
      Business Days prior to the Closing Date, Seller shall cause the Company to
      deliver to Purchaser a certificate, signed by the Chief Financial Officer of
      the
      Company, setting forth the excess, if any, as of the Effective Time (the
“Estimated
      Excess Net Equity”)
      of (i)
      the Estimated Net Equity over (ii) $4,500,000 (the “Targeted
      Net Equity”).
      The
      certificate provided for herein shall be accompanied by an unaudited balance
      sheet of the Company as of the last calendar day of the month which is two
      months prior to the month during which the Effective Time occurs (which amount
      is intended to be a reasonable estimate of the Company’s Net Equity as of the
      Effective Time) (the “Closing
      Balance Sheet”),
      prepared in accordance with SAP, including financial information and other
      documentation that supports the Company’s determination of the Estimated Excess
      Net Equity.
      By way
      of example, if the Effective Time is September 30, 2008, the Closing Balance
      Sheet shall be dated as of July 31, 2008.

     

    2.5
      Net
      Equity Adjustment Amount; Final Determination of Purchase
      Price.
      This
      Section 2.5
      sets
      forth the procedure for final determination of the amount of any adjustment,
      which amount may be positive or negative, to the Preliminary Purchase Price
      for
      any difference between (i) the Actual Excess Net Equity (defined below) and
      (ii)
      the Estimated Excess Net Equity (the “Net
      Equity Adjustment Amount”).
      For
      purposes hereof, “Actual
      Excess Net Equity”
shall
      mean the excess, if any, as of the Effective Time of Closing Net Equity over
      the
      Targeted Net Equity. The Preliminary Purchase Price shall be increased by the
      absolute value of the Net Equity Adjustment Amount if (i) the Actual Excess
      Net
      Equity exceeds (ii) the Estimated Excess Net Equity, and shall be decreased
      by
      the absolute value of the Net Equity Adjustment Amount if (i) the Estimated
      Excess Net Equity exceeds (ii) the Actual Excess Net Equity. The Preliminary
      Purchase Price, as so adjusted, shall constitute the Purchase Price for purposes
      of this Agreement.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    (a)
      Within
      thirty (30) days following expiration of the Claims Settlement Period, Purchaser
      shall prepare and deliver to Seller its written determination (the “Purchaser Determination”)
      of the
      Company’s Closing Net Equity (the “Recalculated
      Net Equity”),
      including the basis for such Purchaser Determination. If, within thirty (30)
      days after receipt by Seller of the Purchaser Determination, Seller shall not
      have given notice to Purchaser setting forth any objection of Seller to the
      Purchaser Determination, then the Recalculated Net Equity as set forth in the
      Purchaser Determination shall be deemed to be the Closing Net Equity for the
      purposes set forth in this Agreement. Any notice of objection shall specifically
      (i) state those items or amounts to which Seller objects, (ii) set forth
      Seller’s calculation of the Company’s Closing Net Equity (the “Seller
      Determination”),
      and
      (iii) set forth the basis for Seller’s position as to the items or amounts to
      which Seller objects, provided, however, that Seller shall not raise as an
      objection the existence of any item in the Purchaser Determination, or the
      absence of any item in the Purchaser Determination, to the extent that the
      existence of such item, or the absence of such item, is accounted for in a
      manner consistent with the accounting for such item in the Estimated Net Equity,
      unless Purchaser’s adjustments to the Purchaser Determination affect the
      accounting of such item or the accounting for such item in the Closing Net
      Equity is by definition different than the accounting for such item in the
      Estimated Net Equity. Seller shall be deemed to have agreed with all items
      and
      amounts contained in the Purchaser Determination to which Seller does not
      provide specific notice of objection or Seller’s basis for such objection. In
      the event Seller gives notice of any objection to such Purchaser Determination
      within such thirty (30) day period, Purchaser and Seller shall use all
      reasonable efforts to resolve the dispute within thirty (30) days following
      the
      receipt by Purchaser of such notice from Seller. If Purchaser and Seller are
      unable to reach an agreement within such thirty (30) day period as to the
      disputed items or amounts, then such disputed items or amounts shall be
      submitted to KPMG LLP, certified public accountants (the “Independent
      Accountant”),
      for
      determination. The Independent Accountant shall consider only those items or
      amounts that Seller has properly stated in its notice of objection. Each Party
      shall be entitled to submit a brief position paper to the Independent
      Accountant, not to exceed ten (10) pages in length, setting forth such relevant
      information as such Party believes will assist the Independent Accountant in
      resolving the dispute, such paper to be submitted within ten (10) days following
      the date the matter is submitted to the Independent Accountant. The Independent
      Accountant shall deliver to Seller and Purchaser, as promptly as practicable
      (but in any case no later than thirty (30) days following the date of delivery
      of the position papers to the Independent Accountant), a report (reasonably
      detailed in explanation) setting forth its determination as to the disputed
      items or amounts and its calculation of the Closing Net Equity, which the
      Independent Accountant shall calculate in accordance with SAP except to the
      extent such principles are specifically modified by terms of this Agreement.
      Such determination shall be final and binding upon the Parties. In the event
      that the difference between the Seller Determination and the Purchaser
      Determination (the “Disputed
      Amount”)
      is
      less than $50,000, Purchaser shall pay 50%, and Seller shall pay 50%, of the
      fees and expenses of the Independent Accountant.
      In the
      event that the Disputed Amount is equal to or greater than $50,000, (i) Seller
      shall pay 100% of the fees and expenses of the Independent Accountant if the
      Purchaser Determination is closer in amount to the Closing Net Equity determined
      by the Independent Accountant than the Seller Determination; and (ii) Purchaser
      shall pay 100% of the fees and expenses of the Independent Accountant if the
      Seller Determination is closer in amount to the Closing Net Equity determined
      by
      the Independent Accountant than the Purchaser Determination.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

    

    (b)
      Seller
      and Purchaser shall, and shall cause their respective Advisors to, cooperate
      with and assist one another in the determination of the Closing Net Equity,
      including the making available to each other and to the Independent Accountant,
      at reasonable times and upon reasonable advance notice to the extent necessary,
      of books, records, work papers and personnel.

     

    (c)
      Upon
      final determination of the Closing Net Equity in accordance with this Section
      2.5,
      Seller
      or Purchaser, as appropriate, shall cause the Net Equity Adjustment Amount
      that
      remains due and owing to Purchaser, on the one hand, or Seller, on the other
      hand, to be promptly paid in accordance with the terms set forth below in this
      Section 2.5(c).

     

    (1)
      If the
      Actual Excess Net Equity as finally determined pursuant hereto is less than
      the
      Estimated Excess Net Equity, Seller shall issue written instructions to Escrow
      Agent to make payment to Purchaser from the Escrow Fund in an amount equal
      to
      the Net Equity Adjustment Amount together with interest thereon (determined
      as
      provided below).
      In any
      event, Seller shall be liable to Purchaser for any deficiency (together with
      interest) due Purchaser hereunder and, if any amount remains due and owing
      to
      Purchaser after Purchaser has first pursued satisfaction of such deficiency
      against the Escrow Fund, Seller shall promptly reimburse and pay to Purchaser
      in
      cash any such deficiency amount together with interest thereon.

     

    (2)
      If the
      Actual Excess Net Equity as finally determined pursuant hereto is greater than
      the Estimated Excess Net Equity, Purchaser shall promptly pay in cash to Seller
      the Net Equity Adjustment Amount together with interest thereon (determined
      as
      provided below).

     

    (3)
      Any
      payment to be made by Purchaser or Seller pursuant to this Section 2.5(c)
      shall be
      made by wire transfer of immediately available funds and shall bear interest
      from the Closing Date until satisfaction, but excluding the date of payment,
      at
      the Applicable Rate. Such interest shall be payable at the same time as the
      payment to which it relates and shall be calculated daily on the basis of a
      year
      of three hundred sixty five (365) days and the actual number of days
      elapsed.

     

    Attached
      hereto as Exhibit
      A
      is an
      illustration of the determination of the Net Equity Adjustment
      Amount.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    2.6
      CMS Adjustments and Medicare Risk Adjustments.
      

     

    (a)  On
      or
      prior to December 31, 2009 (as such date may be adjusted as described below,
      the
“Part
      D Determination Date”):
      (a)
      Purchaser shall reconcile (i) the CMS Part D Payment Reconciliation (including
      Risk Sharing, Low Income Cost Subsidy, Reinsurance Subsidy and Budget
      Neutrality) for services provided prior to the Effective Time to the
      corresponding amounts recorded in the final determination of Closing Net Equity
      as determined in accordance with Section 2.5 ; and (ii) the amounts
      Payable/Receivable related to the CMS Part D, Plan to Plan Reconciliation for
      services provided prior to the Effective Time to the corresponding amounts
      recorded in the final determination of Closing Net Equity as determined in
      accordance with Section 2.5 (collectively, the “Part
      D Reconciliations”).
      For
      purposes of such reconciliation, Seller shall be allocated Seller’s Pro Rata
      Portion (defined below) of the Part D Reconciliations. Seller’s “Pro
      Rata Portion”
shall
      equal (i) for Part D Reconciliations that relate to services provided in years
      prior to 2008, 100% and (ii) for Part D Reconciliations that relate to services
      provided in 2008, the ratio of the aggregate number of months of healthcare
      service the Company provided Members of its Medicare Advantage Plans
      (“Member
      Months”)
      during
      the period commencing on January 1, 2008 and ending at the Effective Time to
      the
      aggregate number of Member Months during the period commencing on January 1,
      2008 and ending on the end date of the period covered by the Part D
      Reconciliation in 2008. In the event that CMS has not finally determined the
      CMS
      Part D Payment Reconciliation and/or the amounts Payable/Receivable related
      to
      the CMS Part D, Plan to Plan Reconciliation to the Company for services provided
      by the Company in 2008 by the Part D Determination Date, the Part D
      Determination Date shall be extended to the date that is ten (10) Business
      Days
      following the later of the date CMS provides notice to the Company of the final
      determination of the CMS Part D Payment Reconciliation and the date CMS provides
      notice to the Company of the amounts Payable/Receivable related to the CMS
      Part
      D, Plan to Plan Reconciliation. Within ten (10) Business Days of the Part D
      Determination Date, Purchaser shall prepare and deliver to Seller its final
      determination of the Part D Reconciliations and supporting documentation to
      Seller (the “Purchaser
      Part D Determination”).
      If,
      within thirty (30) Business Days after receipt by Purchaser of the Purchaser
      Part D Determination, Seller shall not have given notice to Purchaser setting
      forth any objection to the Purchaser Part D Determination, then the amounts
      as
      set forth in the Purchaser Part D Determination shall be deemed to be final.
      Any
      notice of objection shall specifically set forth Seller’s calculation of the
      Part D Reconciliations (the “Seller
      Part D Determination”).
      In
      the event Seller gives notice of any objection to such Purchaser Part D
      Determination within such thirty (30) Business Day period, Purchaser and Seller
      shall use all reasonable efforts to resolve the dispute within thirty (30)
      days
      following the receipt by Purchaser of such notice from Seller. If Purchaser
      and
      Seller are unable to reach an agreement within such thirty (30) day period
      as to
      the disputed amounts, then such disputed amounts shall be submitted to the
      Independent Accountant for determination, which the Independent Accountant
      shall
      calculate in accordance with SAP except to the extent such principles are
      specifically modified by terms of this Agreement. The Independent Accountant
      shall deliver to Seller and Purchaser, as promptly as practicable (but in any
      case no later than thirty (30) days following the date of delivery of the
      disputed amounts to the Independent Accountant), a report (reasonably detailed
      in explanation) setting forth its determination as to the Part D
      Reconciliations. Such determination shall be final and binding upon the Parties.
      In the event that the difference between the Seller Part D Determination and
      the
      Purchaser Part D Determination (the “Disputed
      Part D Amount”)
      is
      less than $50,000, Purchaser shall pay 50%, and Seller shall pay 50%, of the
      fees and expenses of the Independent Accountant. In the event that the Disputed
      Part D Amount is equal to or greater than $50,000, (i) Seller shall pay 100%
      of
      the fees and expenses of the Independent Accountant if the Purchaser Part D
      Determination is closer in amount to the Part D Reconciliations determined
      by
      the Independent Accountant than the Seller Part D Determination; and (ii)
      Purchaser shall pay 100% of the fees and expenses of the Independent Accountant
      if the Seller Part D Determination is closer in amount to the Part D
      Reconciliations determined by the Independent Accountant than the Purchaser
      Part
      D Determination. The net amount of such Part D Reconciliations, as finally
      determined, shall be paid by Purchaser or Seller, as applicable, by wire
      transfer or delivery of other immediately available funds within five (5)
      Business Days following final determination of such reconciliation.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    (b) On
      or
      prior to December 31, 2009 (as such date may be adjusted as described below,
      the
“MRA
      Determination Date”),
      Purchaser shall reconcile the change in Medicare payments received by the
      Company (the “Medicare
      Risk Payments”)
      for
      services provided prior to the Effective Time to the corresponding amounts
      recorded in the final determination of Closing Net Equity as determined in
      accordance with Section 2.5. For purposes of such reconciliation, Seller shall
      be allocated Seller’s MRA Pro Rata Portion (defined below) of the Medicare Risk
      Payments. Seller’s “MRA
      Pro Rata Portion”
shall
      equal (i) for Medicare Risk Payments that relate to services provided in years
      prior to 2008, 100% and (ii) for Medicare Risk Payments that relate to services
      provided in 2008, the ratio of the aggregate number of Member Months during
      the
      period commencing on January 1, 2008 and ending at the Effective Time to the
      aggregate number of Member Months during the period covered by the CMS MRA
      determination period. The excess or deficit of the Medicare Risk Payments
      received versus the amounts recorded on the Closing Balance Sheet will be paid
      to (excess) or received from (deficit) the Seller. In the event that CMS has
      not
      finally determined the amount of Medicare payments to the Company for services
      provided by the Company in 2008 by the MRA Determination Date, the MRA
      Determination Date shall be extended to the date that is ten (10) Business
      Days
      following the date CMS provides notice to the Company of such final
      determination. Within ten (10) Business Days after the MRA Determination Date,
      Purchaser shall prepare and deliver to Seller its final determination of the
      Medicare Risk Payments and supporting documentation to Seller (the “Purchaser
      MRA Determination”).
      If,
      within thirty (30) Business Days after receipt by Purchaser of the Purchaser
      MRA
      Determination, Seller shall not have given notice to Purchaser setting forth
      any
      objection to the Purchaser MRA Determination, then the amounts as set forth
      in
      the Purchaser MRA Determination shall be deemed to be final. Any notice of
      objection shall specifically set forth Seller’s calculation of the Medicare Risk
      Payments (the “Seller
      MRA Determination”).
      In
      the event Seller gives notice of any objection to the Purchaser MRA
      Determination within such thirty (30) Business Day period, Purchaser and Seller
      shall use all reasonable efforts to resolve the dispute within thirty (30)
      days
      following the receipt by Purchaser of such notice from Seller. If Purchaser
      and
      Seller are unable to reach an agreement within such thirty (30) day period
      as to
      the disputed amounts, then such disputed amounts shall be submitted to the
      Independent Accountant for determination, which the Independent Accountant
      shall
      calculate in accordance with SAP except to the extent such principles are
      specifically modified by the terms of this Agreement. The Independent Accountant
      shall deliver to Seller and Purchaser, as promptly as practicable (but in any
      case no later than thirty (30) days following the date of delivery of the
      disputed amounts to the Independent Accountant), a report (reasonably detailed
      in explanation) setting forth its determination as to the Medicare Risk
      Payments. Such determination shall be final and binding upon the Parties. In
      the
      event that the difference between the Seller MRA Determination and the Purchaser
      MRA Determination (the “Disputed
      MRA Amount”)
      is
      less than $50,000, Purchaser shall pay 50%, and Seller shall pay 50%, of the
      fees and expenses of the Independent Accountant. In the event that the Disputed
      MRA Amount is equal to or greater than $50,000, (i) Seller shall pay 100% of
      the
      fees and expenses of the Independent Accountant if the Purchaser MRA
      Determination is closer in amount to the Medicare Risk Payments determined
      by
      the Independent Accountant than the Seller MRA Determination; and (ii) Purchaser
      shall pay 100% of the fees and expenses of the Independent Accountant if the
      Seller MRA Determination is closer in amount to the Medicare Risk Payments
      determined by the Independent Accountant than the Purchaser MRA Determination.
      The net amount of such Medicare Risk Payments, as finally determined, shall
      be
      paid by Purchaser or Seller, as applicable, by wire transfer or delivery of
      other immediately available funds within five (5) Business Days following final
      determination of such reconciliation.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

    

    2.7
      Closing
      Date.
      Subject
      to the terms and conditions set forth in Section 7
      and
      Section 8,
      the
      consummation of the transactions contemplated by this Agreement (the
“Closing”)
      shall
      take place at the offices of Greenebaum Doll & McDonald PLLC,
      3500
      National City Tower, 101 South Fifth Street, Louisville, KY 40202, at 10:00
      a.m.
      Eastern Daylight Time on the last Business Day of the calendar month in which
      all of the Closing conditions set forth in Section 7
      and
      Section 8
      hereof
      (other than conditions which by their terms are required to be satisfied or
      waived at the Closing) shall have been satisfied or, if permissible, waived
      by
      the party entitled to the benefit of the same, or on such other date or at
      such
      other time and place as the Parties shall mutually agree (the “Closing
      Date”).
      Unless otherwise mutually agreed upon by the Parties, the Closing will be
      effective as of 11:59 P.M., Eastern Standard Time, on the Closing Date (the
      “Effective
      Time”).
      Notwithstanding the order of actions taken or deliveries of the Parties set
      forth below in Sections 2.10
      and
2.11,
      all
      actions and deliveries shall be deemed to occur simultaneously and none shall
      be
      deemed to have been completed until each of the actions and deliveries set
      forth
      in Sections 2.10
      and
2.11
      has been
      taken and completed or has been duly waived by the Party entitled to make such
      waiver.

     

    2.8
      Escrow Fund.
      At the
      Closing, Purchaser and Seller shall enter into an Escrow Agreement with Escrow
      Agent in substantially the form of Exhibit
      B
      attached
      hereto, pursuant to which the Escrow Fund will be deposited with Escrow Agent
      to
      be held, invested and disbursed by Escrow Agent in accordance with the terms
      of
      the Escrow Agreement. The Escrow Fund, among other purposes, shall constitute
      a
      fund to secure payment of the following obligations of Seller:

     

    (a)
      any Net
      Equity Adjustment Amount payable to Purchaser pursuant to Section 2.5(c)(1);
      and

     

    (b)
      any
      Losses of Purchaser as finally determined pursuant to the terms of Section
      10
      of this
      Agreement.

     

    All
      claims relating to the obligations or matters set forth above must first be
      made
      against the Escrow Fund until the escrow provided for in the Escrow Agreement
      terminates. On a date which is the second Business Day following the 24-month
      anniversary of the Effective Time, all of the Escrow Fund less a reasonable
      dollar amount reserved against the Escrow Fund for unresolved claims as of
      such
      date shall be disbursed from escrow to Seller. The Escrow Fund will not
      terminate until all claims against the Escrow Fund have been finally determined
      and the Escrow Agent disburses all of the remaining Escrow Fund in accordance
      with the terms of the Escrow Agreement.

     

    
      
        
        

      

      
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    2.9 Section
      338(h)(10) Election.
      

     

    (a) In
      connection with the Sale, the Parties shall file an election under section
      338(h)(10) of the Code and under any comparable provisions of state or local
      law
      with respect to the purchase of the Shares (collectively called the
“Election”).
      As
      soon as practicable, on or after the Effective Time, the Parties will timely
      file Internal Revenue Service Form 8023 and such other forms as are required
      to
      effect the Election. The aggregate deemed sales price with respect to the Shares
      will be allocated to the assets of the Company in accordance with Section
2.9(b);
      such
      allocation (the “Purchase
      Price Allocation”)
      will
      be used in filing Form 8023, 8883 and such other forms as are required in
      support of the Election. The Parties shall report, on all relevant Tax Returns,
      the Sale in a manner consistent with the Election. The Parties shall comply
      with
      all of the requirements of section 338(h)(10) of the Code. The Parties agree
      to
      file all relevant Tax Returns in a manner consistent with such Purchase Price
      Allocation. Neither Purchaser nor Seller will take any position before any
      Taxing Authority or in any judicial proceeding with respect to Income Taxes
      that
      is inconsistent with such mutually agreed-to allocations without the prior
      written consent of the other party, in the consenting party’s sole
      discretion.

     

    (b) The
      Parties will use their reasonable best efforts prior to the Closing to agree
      upon a schedule setting forth the Purchase Price Allocation. If the Parties
      cannot agree upon the Purchase Price Allocation prior to the Effective Time,
      or
      within 20 days after the Closing Date, then such disagreements shall be
      submitted for final and binding resolution to the Independent
      Accountant.
      The
      Independent Accountant shall deliver to Seller and Purchaser, as promptly as
      practicable (but in any case no later than thirty (30) days following the date
      of delivery of the disagreement to the Independent Accountant), a report
      (reasonably detailed in explanation) setting forth its determination as to
      the
      Purchase Price Allocation. The costs of the Independent Accountant for its
      determination of the Purchase Price Allocation shall be borne equally by Seller
      and Purchaser.

     

    2.10
      Items
      to be Delivered by Seller at Closing.
      At or
      before the Closing, Seller shall deliver to Purchaser the following, duly
      executed by or on behalf of Seller or the Persons indicated below, as
      appropriate:

     

    (a)
      one or
      more stock certificates evidencing the Shares duly endorsed by Seller in favor
      of Purchaser or accompanied by duly executed and completed stock transfers
      in
      favor of Purchaser, to the extent necessary to transfer and assign the Shares
      to
      Purchaser;

     

    (b)
      original, certified copies of the Company’s Articles of Incorporation, as
      amended to date, and a certificate of good standing, or comparable status,
      of
      the Company, issued by the Secretary of State of the State of Florida, dated
      no
      earlier than a date that is fifteen (15) calendar days prior to the Closing
      Date;

     

    (c)
      a
      certificate of the Secretary of Seller (i) certifying as complete and in full
      force and effect, as of the Effective Date, and attaching, (A) copies of the
      Bylaws of Seller and (B) copies of all requisite resolutions or actions of
      Seller’s Board of Directors approving the execution and delivery of this
      Agreement and the consummation of the Sale and other transactions contemplated
      hereby, and (ii) certifying to the incumbency and signatures of the officers
      of
      Seller executing this Agreement and any Related Agreement (defined in Section
      3.1,
      below);

     

    
      
        
        

      

      
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    (d)
      the
      Seller Officer’s Certificate (defined in Section 8.6);

     

    (e)
      a
      Release of Claims, substantially in the form of Exhibit
      C
      attached
      hereto;

     

    (f)
      the
      Agreements Not To Compete or Solicit, substantially in the form of Exhibit
      D
      attached
      hereto, as required by Section 6.2(h);

     

    (g)
      the
      resignation of each director and each officer of the Company effective as of
      the
      Effective Time, in a form satisfactory to Purchaser;

     

    (h)
      all
      Seller Third Party Consents (defined in Section 7.4);

     

    (i)
      binders
      of insurance evidencing the continuation coverages provided for in Section
      5.10;

     

    (j)
      the
      license agreement for use and occupancy by the Company and its Advisors of
      portions of Seller’s corporate headquarters, and equipment and furnishings
      located therein, in the form of Exhibit
      E
      attached
      hereto (the “License
      Agreement”);
      

     

    (k)
      the
      Escrow Agreement;

     

    (l)
      The MHP
      Provider Agreements; and

     

    (m)
      such
      other instruments, certificates, consents and consents to assignments or other
      documents that are required to be delivered at the Closing pursuant to this
      Agreement or that are reasonably necessary to effect the Sale and the other
      transactions contemplated by this Agreement.

     

    2.11
      Items
      to be Delivered by Purchaser at Closing.
      At or
      before the Closing, Purchaser shall deliver to Seller the following, duly
      executed by or on behalf of Purchaser or the Persons indicated below, as
      appropriate:

     

    (a)
      the
      Preliminary Purchase Price, in accordance with Section 2.2;

     

    (b)
      the
      Purchaser Officer’s Certificates (defined in Section 7.8);

     

    (c)
      a
      certificate of the Secretary of Purchaser (i) certifying as complete and in
      full
      force and effect, as of the Closing, and attaching, all requisite resolutions
      or
      actions of Purchaser’s Board of Directors approving the execution and delivery
      of this Agreement and the consummation of the Sale and the other transactions
      contemplated hereby, and (ii) certifying to the incumbency and signatures of
      the
      officers of Purchaser executing this Agreement and the Related Agreements;
      

     

    (d)
      the
      Escrow Agreement;

     

    (e)
      the
      License Agreement, executed by Purchaser on behalf of the Company;

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (f)
      all
      Purchaser Third Party Consents (defined in Section 8.4);

     

    (g)
      the
      Agreements Not To Compete or Solicit, substantially in the form of Exhibit
      D
      attached
      hereto, as required by Section 6.2(h);
      

     

    (h)
      the MHP
      Provider Agreements; and 

     

    (i)
      such
      other instruments, certificates, consents or other documents that are required
      to be delivered at the Closing pursuant to this Agreement or that are reasonably
      necessary to carry out the transactions contemplated by this Agreement and
      to
      comply with the terms hereof, in each case, duly executed by or on behalf of
      Purchaser or any third party (to the extent execution is required by this
      Agreement or in order to make such instruments, certificates, consents, or
      other
      documents binding). 

     

    3.
      Representations and Warranties of Seller.
      Seller
      hereby represents and warrants to Purchaser as follows:

     

    3.1
      Authorization.
      Seller,
      the Company and their Subsidiaries, if any, each has full corporate power and
      authority to enter into this Agreement and each agreement, document, certificate
      and instrument (each a “Related
      Agreement”)
      to be
      executed and delivered by Seller, the Company or each such Subsidiary pursuant
      to, or as contemplated by, this Agreement, to perform its obligations hereunder
      and thereunder, and to consummate the Sale and the other transactions
      contemplated hereunder and thereunder.

     

    3.2
      Binding Agreement.
      All
      corporate actions and other actions required to be taken by Seller, the Company
      and their Subsidiaries, if any, to authorize the execution, delivery and
      performance of this Agreement and each Related Agreement to which it is a party,
      and Seller’s, the Company’s or each such Subsidiary’s obligations hereunder and
      thereunder, as applicable, have been duly and properly taken or obtained by
      Seller, the Company and such Subsidiary. This Agreement has been, and each
      Related Agreement executed and delivered by Seller, the Company and any of
      their
      relevant Subsidiaries on or prior to the Closing will be, duly and validly
      executed and delivered by Seller, the Company and such Subsidiaries and,
      assuming the due and valid execution by Purchaser or other counterparty thereto,
      constitutes a legal valid and binding obligation of Seller, the Company and
      such
      Subsidiaries, as applicable, enforceable against Seller, the Company and such
      Subsidiaries, as applicable, in accordance with its terms.

     

    3.3
      Organization and Good Standing.
      Each of
      Seller and the Company is a corporation duly organized, validly existing and
      in
      good standing under the Laws of the State of Florida. Each of Seller and the
      Company is duly qualified to do business as a foreign corporation in each
      jurisdiction in which the nature of its business or the character and location
      of the properties owned or leased by it makes qualification of it as a foreign
      corporation necessary under applicable Laws, excepting only those jurisdictions
      where failure to be so qualified would only subject Seller or the Company to
      the
      obligation to pay nominal filing fees or nominal penalties to be qualified
      therein. The Company has the power and authority to own, operate and lease
      its
      properties and to carry on the Business as now conducted. Seller has delivered
      to Purchaser a copy of the Company’s Articles of Incorporation, as amended to
      date, certified by the Secretary of State of the State of Florida, and a copy
      of
      the Company’s Bylaws, as amended to date, (collectively the “Charter Documents”),
      and
      such documents are true, correct and complete and conform to the originals
      thereof.

     

    
      
        
        

      

      
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    3.4
      No
      Violation; Consents.

     

    (a) Neither
      the execution and delivery by Seller, the Company or any of their Subsidiaries
      of this Agreement or any Related Agreement, nor the consummation of the
      transactions contemplated hereby or thereby by Seller, the Company or any such
      Subsidiary, nor compliance with any of the provisions hereof or thereof by
      Seller, the Company or any such Subsidiary, will: (i) violate, conflict with
      or
      result in a breach of any provision of the Charter Documents or the comparable
      charter documents of Seller or any such Subsidiary; (ii) violate , in any
      material respect, any Order or Law applicable to Seller, the Company or any
      such
      Subsidiary; (iii) except for those Material Agreements (defined in Section
      3.19)
      set forth on Schedule
      3.4(a)
      pursuant
      to which the consent of a party other than Seller, the Company or any of their
      Subsidiaries is required in connection with the consummation of the transactions
      contemplated by this Agreement, conflict with, result in a breach of, constitute
      a default under, result in the acceleration or material modification of, create
      for any party the right to accelerate, terminate, materially modify or cancel,
      or require any notice under any Material Agreement or Governmental Authorization
      to which Seller, the Company or any such Subsidiary is a party or by which
      Seller, the Company or any such Subsidiary is bound or to which its or their
      assets are subject;
      or (iv)
      result in the imposition of any Lien on the Company’s assets.

     

    (b) No
      notice
      to, declaration or filing with, or consent or approval of any Governmental
      Authority or other third Person is required in connection with the execution
      and
      delivery of this Agreement or any Related Agreement by Seller, the Company
      or
      any Subsidiary of Seller or the Company, or for the consummation and performance
      by Seller, the Company or any such Subsidiary of the Sale or any other
      transactions in accordance with the terms of this Agreement or any Related
      Agreement, except for: (i) the filing of a Form A Statement Regarding the
      Acquisition of Control of a Domestic Insurer with the OIR and the approval
      thereof by the Florida Director of Insurance and (ii) notice to or the approval
      of CMS, if required and (iii) notices and/or consents required in accordance
      with the Material Agreements and Governmental Authorizations set forth on
Schedule
      3.4(b)
      hereto.
      In furtherance of the foregoing, and not in limitation thereof, Schedule
      3.4(b)
      sets
      forth all Material Agreements and all Governmental Authorizations that require
      consent upon a change of control or otherwise require consent or grant the
      right
      to terminate, modify or accelerate upon the Sale or the other transactions
      contemplated in this Agreement or in any Related Agreement.

     

    3.5
      Capitalization.
      The
      authorized capital stock of the Company consists of Forty Million (40,000,000)
      shares of common stock, having a par value of $0.001 per share and Ten Million
      (10,000,000) shares of Preferred Stock, having a par value of $0.001 per share.
      The Shares comprise all of the issued and outstanding shares of capital stock
      of
      the Company, and all such Shares are owned of record and beneficially by Seller,
      free and clear of all Liens. There is not outstanding any options, warrants,
      subscription rights, convertible debentures, exchange rights, or other
      agreements or instruments for the purchase or acquisition from the Seller or
      the
      Company, or similar obligations of the Company to issue, or granting conversion
      into, any shares of the Company’s capital stock or any other security of the
      Company. All of the Shares have been duly authorized and are validly issued,
      fully paid and non-assessable. None of the Shares, nor any other securities
      of
      the Company, was issued in violation of applicable Laws, including the
      Securities Act of 1933, as amended (the “Securities
      Act”),
      or
      any preemptive right or similar rights created by Law, Contract or the Charter
      Documents. There are no voting trusts, proxies or other agreements or
      understandings with respect to the voting of the Shares or any other voting
      securities of the Company. The Company does not have any Subsidiaries, and,
      except for securities held in the Company’s investment portfolio in the Ordinary
      Course of Business, does not own any other capital stock or other equity
      interest in any Person.

     

    
      
        
        

      

      
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    3.6
      Financial and Statutory Statements.

     

    (a)
      Seller
      has attached hereto as Schedule
      3.6(a),
      the
      following financial statements (collectively the “Financial
      Statements”):
      (i)
      the Company’s unaudited balance sheet and statements of income as of and for the
      years ended December 31, 2006 and December 31, 2007 (collectively, the
“Annual
      Financial Statements”
and
      the
      unaudited balance sheet as of December 31, 2007 referred to herein as the
“Acquisition
      Balance Sheet”);
      and
      (ii) the Company’s interim, unaudited balance sheet and statement of income
      (collectively, the “Most
      Recent Financial Statements”)
      as of
      and for the four (4) month period ended April 30, 2008. The Financial Statements
      were derived from the books and records regularly maintained by management
      of
      the Company, have been prepared in accordance with GAAP, and present fairly
      in
      all material respects the financial condition of the Company as of the
      respective dates thereof and the results of operations of the Company for such
      respective periods and do not contain any items of special or nonrecurring
      nature, other than as set forth therein; provided, that, the Financial
      Statements omit the statements of stockholders’ equity and cash flows, footnotes
      and other presentation items required
      by GAAP for complete financial statements. All adjustments (consisting of normal
      recurring accruals) considered necessary for a fair presentation have been
      included in the Annual Financial Statements. 

     

    (b) Seller
      has further delivered to Purchaser a true and correct copy of the Company’s
      audited, annual statutory-basis financial statements of the Company for the
      year
      ended December 31, 2007 (the “Annual Statement”),
      the
      quarterly statutory-basis financial statements of the Company for the quarter
      ended March 31, 2008, (the “Quarterly
      Statement”),
      in
      each case as filed with the OIR. Further, Seller has delivered to Purchaser
      a
      true and correct copy of the Company’s interim, unaudited balance sheet and
      statement of income as of and for the four (4) month period ended April 30,
      2008
      (the “Interim
      Statement”,
      together with the Quarterly Statement and the Annual Statement, the
“Statutory Statements”).
      The
      financial statements included within the Statutory Statements have been prepared
      in accordance with SAP, have been derived from the books and records of the
      Company, and present fairly the statutory financial position of the Company
      at
      the respective dates thereof and the statutory results of operations and cash
      flows of the Company for the periods then ended, except that the Quarterly
      Statement and Interim Statement have not been audited and are subject to normal
      year-end adjustments and omit footnotes and other presentation items required
      by
      SAP. Each of the Annual Statement and Quarterly Statement (i) complied in all
      material respects with the requirements of the Florida Insurance Code as of
      the
      date of its filing, and (ii) was filed with or submitted to the OIR in a timely
      manner on forms prescribed or permitted by the OIR at the time of the filing.
      Except as set forth in Schedule
      3.6(b),
      no
      material deficiencies have been asserted or, to the Knowledge of Seller,
      threatened against the Company with respect to the Statutory Statements that
      were filed with the OIR.

     

    
      
        
        

      

      
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    (c)
      Notwithstanding anything set forth above in this Section 3.6:
      (i) the
      claims payable in the Financial Statements and Statutory Statements have been
      computed on the basis of methodologies consistent with the past practices of
      the
      Company; and (ii) the claims payable in the Annual Financial Statements and
      the
      Annual Statement (x) have been computed in accordance with presently accepted
      actuarial standards consistently applied and are fairly stated in accordance
      with sound actuarial principles and (y) meet the requirements of any Law
      applicable to such reserves. Except as set forth in Schedule
      3.6(c),
      all
      reinsurance receivables payable under Reinsurance Contracts to which the Company
      is a party represents an admitted asset or reduction of loss reserves of the
      Company in the respective financial statements included in the Statutory
      Statements and their carrying values have been described in conformity with
      applicable Laws and SAP.

     

    3.7
      Undisclosed
      Liabilities.
      Except
      as set forth and to the extent reflected in the Most Recent Financial
      Statements, as disclosed in Schedule
      3.7,
      or as
      disclosed in this Agreement or any other disclosure schedule attached to this
      Agreement, the Company has no Liabilities (excluding contractual obligations
      or
      responsibilities requiring performance by the Company of a non-monetary or
      non-financial nature), except as disclosed on the Most Recent Financial
      Statements, and except for Liabilities (excluding contractual obligations or
      responsibilities requiring performance by the Company of a non-monetary or
      non-financial nature) that were incurred after the date of the balance sheet
      included in the Most Recent Financial Statements in the Ordinary Course of
      Business, all of which have been reflected on the regular books of account
      of
      the Company or have been discharged or paid in full. The
      Company does not have any indebtedness for money borrowed from a financial
      institution or other commercial lender other than as disclosed in the balance
      sheet set forth in the Most Recent Financial Statements.

     

    3.8
      General Compliance With Laws.
      The
      Company and its operations are in compliance in all material respects with
      all
      applicable Laws and Orders, including the rules and regulations promulgated
      by
      the OIR, AHCA, CMS and other Governmental Authorities in other jurisdictions
      where the Company is conducting its Business, and all Health Benefit Laws.
      The
      Company has not been charged with, or given notice of, and to the Knowledge
      of
      Seller, the Company is not under investigation with respect to, any violation
      of, or any obligation to take remedial action under, any applicable Law,
      Governmental Authorization, or Order entered by any Governmental
      Authority.

     

    3.9
      Insurance Business and other Governmental and Healthcare
      Matters.

     

    (a)
      The
      Company possesses all material Governmental Authorizations that it is required
      to hold in respect of its Business as presently conducted, including the
      Company’s Contract with CMS to operate as a Medicare Advantage Organization and
      Governmental Authorizations applicable to a HMO, in the State of Florida and
      other jurisdictions wherein the Company is presently conducting its Business.
      Schedule
      3.9(a)
      contains
      a complete and accurate list of each material Governmental Authorization held
      by
      the Company and the Governmental Authority issuing each such Governmental
      Authorization. The Company is not subject to the Federal HMO Act. Without in
      any
      manner limiting the foregoing, the Company is duly licensed and authorized
      to
      operate its Business in the service areas (“Service
      Areas”)
      in the
      State of Florida identified in Schedule
      3.9(a).
      All
      applications, notices or other forms required to have been filed for the renewal
      or extensions of such Governmental Authorizations listed on Schedule
      3.9(a)
      have
      been duly filed on a timely basis with the appropriate Governmental Authority,
      in accordance with applicable Laws, and the Company has not been notified that
      such renewals or extensions will be withheld or delayed in any material
      respect.

     

    
      
        
        

      

      
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    (b) Schedule
      3.9(b)
      contains
      a true and complete list of each Contract, including all amendments, with CMS
      or
      any other Governmental Authority to which the Company is a party (“Governmental
      Contracts”).
      Except as set forth in Schedule
      3.9(b),
      the
      Company: (i) is in compliance in all material respects with all such Contracts;
      (ii) is not in breach or in default of any such Contracts; and (iii) is
      currently meeting all conditions of participation for any and all of its
      Business.
      Further,
Schedule
      3.9(b)
      contains
      a true and complete list of the Health Benefit Plans offered by the Company
      to
      the public pursuant to its Contracts with CMS, true and correct copies of which
      have been furnished to Purchaser.

     

    (c)
      Neither
      Seller nor the Company or, to the Knowledge of Seller, any officer or director
      of same, has ever been excluded or suspended from participation in, had monetary
      penalties imposed on, or been sanctioned by, any state or federal health care
      program, including the Medicare and Medicaid programs.

     

    (d)
      The
      Company has not received any written citation, suspension, notice, revocation,
      limitation, warning or similar correspondence issued by any applicable
      Governmental Authority, including the OIR, AHCA or CMS, which has not been
      resolved to such Governmental Authority’s satisfaction. There
      is
      no investigation or proceeding pending or, to the Knowledge of Seller,
      threatened in writing that could result in the termination, revocation,
      suspension or restriction of any material Governmental Authorization held by
      the
      Company or the imposition of any fine, penalty or other sanctions for violation
      of any Law relating to any such material Governmental Authorization. Further,
      there are no material restrictions placed by a Governmental Authority upon
      the
      marketing activities of the Company in the Service Areas. To the Knowledge
      of
      Seller, no event has occurred, nor does any circumstance exist: (i) that
      constitutes, or with notice, the lapse of time or both may constitute or result
      in, a violation by the Company of, or a failure on the part of the Company
      to
      comply with, in any material respect, any Health Benefit Law or any Governmental
      Authorization held by the Company; (ii) that could reasonably be expected to
      result in the revocation, withdrawal, suspension, cancellation or termination
      of, or any material modification to, any material Governmental Authorization
      held by the Company; or (iii) that could reasonably be expected to give rise
      to
      an obligation on the part of Purchaser or the Company to undertake, or to bear
      all or any portion of the costs of, any remedial action with respect to any
      Health Benefit Law or any such material Governmental Authorization, excluding
      routine, incidental or other actions involving de minimis costs.

     

    (e)
      All
      Health Benefit Plans have been submitted to and approved by CMS and, as
      applicable, the OIR, AHCA and other Governmental Authorities, and otherwise
      comply in all material respects with the applicable requirements of Laws,
      including Laws governing the Medicare Advantage Program and other Health Benefit
      Laws, as applicable. All forms of Enrollment Forms, benefit forms, evidence
      of
      coverage forms, policy forms and other materials furnished to Members as
      currently in use by the Company in connection with the Health Benefit Plans
      have
      been submitted to and approved by CMS and, as applicable, the OIR, AHCA and
      other Governmental Authorities, and otherwise conform, in all material respects,
      to the requirements of Laws, including Law governing the Medicare Advantage
      Program and other applicable Health Benefit Laws.

     

    
      
        
        

      

      
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    (f)
      The
      Company has timely prepared and submitted to CMS its Medicare Advantage bid
      proposal for 2009 in accordance with applicable Laws and in form and content
      as
      necessary and required for the Company to continue its operations in calendar
      year 2009 as a Medicare Advantage Organization in the State of Florida and
      other
      jurisdictions wherein the Company is presently conducting its Business. Seller
      has provided to Purchaser a true and correct copy of the Company’s 2009 Medicare
      Advantage bid proposal.

     

    (g)
      Seller
      has made available to Purchaser true and correct copies of all forms of
      Enrollment Forms whether standard or not, currently in use by the Company or
      that are in force on the date of this Agreement. True and correct copies of
      the
      standard Enrollment Form of the Company are attached hereto at Schedule
      3.9(g).
      All
      executed Enrollment Forms, whether standard or not, executed or electronically
      submitted by Members and accepted for coverage by the Company were accepted
      by
      the Company in the Ordinary Course of Business, and such acceptance by the
      Company created valid, binding and enforceable agreements of the Company and,
      to
      the Knowledge of Seller, valid, binding and enforceable agreements of the other
      parties thereto.

     

    (h)
      Set
      forth on Schedule
      3.9(h)
      is the
      number of Medicare Advantage Members enrolled in each of the respective Medicare
      Advantage plans offered by the Company as of June 12, 2008, and the number
      of
      Members enrolled in the Medicare Advantage Prescription Drug plans offered
      by
      the Company as of June 12, 2008. The underwriting standards utilized and ratings
      applied by the Company conform with the filings made by the Company with CMS,
      OIR and AHCA, as applicable, and , in all material respects, with all applicable
      Laws.
      Further,
      all reports and files submitted by the Company to CMS or any other Governmental
      Authority for the purposes of affecting risk scores, premiums or other revenues
      due the Company, or any other material information utilized by CMS or any other
      Governmental Authority, are and have been correct and complete in all material
      respects and comply in all material respects with applicable Laws and Orders,
      Governmental Authorizations and Contracts with CMS or such other Governmental
      Authority, as applicable.

     

    (i) Schedule
      3.9(i)
      sets
      forth a complete and accurate list of all Contracts to which the Company is
      a
      party with respect to reinsurance applicable to insurance or Medicare benefits
      in force, and all such Contracts under which the Company has any obligation
      to
      cede insurance (collectively, the “Reinsurance
      Contracts”).
      The
      Reinsurance Contracts are valid, binding and in full force and effect in
      accordance with their terms. The Company is in compliance in all material
      respects with each provision of the Reinsurance Contracts, the Company has
      no
      Knowledge of any material breach or default by any other party thereto or of
      any
      event or circumstance which could reasonably be expected to result in a breach
      or default thereunder, and except as set forth in Schedule
      3.9(i),
      no such
      Reinsurance Contract contains any provision providing that the other party
      thereto may terminate the same, or requiring any consent, or any other provision
      which would be altered or otherwise become applicable, by reason of the
      transactions contemplated by this Agreement. 

     

    
      
        
        

      

      
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    (j)
      All
      Contracts with insurance agents, producers or brokers (“Broker
      Contracts”)
      currently in use by the Company were entered into in the Ordinary Course of
      Business and constitute valid, binding and enforceable agreements of the Company
      and, to the Knowledge of Company, constitute valid, binding and enforceable
      agreements of the other parties thereto. Seller has afforded access to Purchaser
      to true, correct and complete copies of all Broker Contracts and has provided
      Purchaser with a true, correct and complete copy of any standard form of Broker
      Contract used by the Company in the Business. The Company has in all material
      respects performed its obligations under each Broker Agreement and, to the
      Knowledge of Seller, all other parties to such Broker Contracts have observed
      and performed their obligations thereunder, and their duties as an agent,
      producer or broker, in compliance in all material respects with all applicable
      Laws. All forms of the Broker Contracts which are currently in use by the
      Company and its Subsidiaries conform in all material respects to the
      requirements of the applicable Health Benefit Laws. Except as set forth on
      Schedule
      3.9(j),
      no
      consent or approval is required to be obtained, and no notice required to be
      given, under any Broker Contract with a material broker of the Company in
      connection with the Sale or the other transactions contemplated in this
      Agreement. To the Knowledge of Seller, no material broker has given written
      notice to the Company of such broker’s insolvency or of its intention to file a
      petition in bankruptcy, and no material broker has given notice to the Company
      regarding its intention to terminate, cancel or not renew a Broker
      Contract.
      The
      Company has provided training and training materials and information to its
      agents, producers and brokers as required by applicable Law. Except as set
      forth
      in Schedule
      3.9(j),
      none of
      the Broker Contracts, nor any commission or fees due thereunder, may be
      transferred, devised, bequeathed or assigned, whether by operation of Law
      (including laws of descent and distribution), Contract or otherwise, by any
      agent, producer or broker without the prior consent of the Company.

     

    (k)
      Attached
      as Schedule
      3.9(k)
      and made
      a part hereof are copies of lag reports setting forth the Company’s payment of
      medical claims for services to Members through May 31, 2008.

     

    (l)
      Except
      as set forth in Schedule
      3.9(l),
      all
      actions taken or failed to have been taken by the Company in connection with
      the
      issuance or administration of the Health Benefit Plans have been taken or
      omitted in compliance in all material respects with the Medicare secondary
      payor
      rules, the Medicare/Medicaid dual eligibility rules, and all similar Laws
      respecting the amount, priority and order of payments of Medicare benefits
      in
      contrast to other health insurance benefits offered by or through third party
      payors or other programs of a Governmental Authority, as supplemented by the
      regulations of the Department of Health and Human Services (“Priority
      Payment Rules”).
      No
      Health Benefit Plan administered or insured by the Company has any liability
      (including, but not limited to, any liability under the Code, the Social
      Security Act, and the Age Discrimination in Employment Act) to the United States
      of America or the State of Florida, or any political subdivisions thereof,
      or to
      any other Person with respect to the Priority Payment Rules.

     

    (m)
      To the
      extent the Company has implemented a Health Benefit Plan that requires the
      beneficiary to pay a percentage coinsurance charge (i.e., a payment to a
      provider that is calculated based on a percentage of the provider’s charge,
      bill, cost or other similar amount), the Company has or had (i) adopted internal
      policies and procedures designed to provide reasonable assurances that the
      coinsurance charge is calculated at the rate specified pursuant to the
      applicable Provider Contract (defined in Section 3.20(a)), and (ii) such
      policies and procedures are or have been followed by the Company in all material
      respects.

     

    
      
        
        

      

      
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    3.10
      Regulatory Filings and Reports; Accreditation.

     

    (a)
      Except
      as set forth on Schedule
      3.10(a),
      the
      Company has filed all reports, statements, registrations or filings required
      to
      be filed by it with any Governmental Authority (the “Regulatory
      Filings”).
      Seller has made available to the Purchaser complete and correct copies of all
      such Regulatory Filings. Seller has also made available to Purchaser complete
      and correct copies of all audits and examinations performed with respect to
      the
      Company by any Governmental Authority since August 31, 2001 (the “Audit
      Reports”),
      along
      with the responses thereto of the Company. Other than as set forth in the Audit
      Reports: (i) no deficiencies have been asserted against the Company or any
      of
      its Subsidiaries by any such Governmental Authority with respect to the
      Regulatory Filings; (ii) the Regulatory Filings were correct and complete in
      all
      material respects and in compliance in all material respects with applicable
      Laws when filed; (iii) since August 31, 2001, no fine or penalty in excess
      of
      $25,000 has been imposed on the Company by any Governmental Authority; (iv)
      no
      deposits have been made by the Company with, or at the direction of, any
      Governmental Authority that were not shown, in the Financial Statements
      described in Section 3.6;
      and (v)
      no similar audits or examinations are currently being performed or, to the
      Knowledge of Seller, are scheduled to be performed.
      The
      Company has completed, or is currently in the process of completing, all plans
      of correction or other filed responses to any such Government Authority,
      including plans of correction or responses to all Audit Reports, and has not
      received written notice from any Governmental Authority of any violation or
      non-compliance therewith that are pending. The
      Company maintains the minimum levels of Statutory Surplus, as required by
      Section 641.225 of the Florida Statutes, as modified by Orders of the OIR and
      AHCA, and otherwise has the minimum levels of surplus and capital, and has
      established statutory reserves, in each circumstance sufficient to satisfy
      all
      other Laws and Orders applicable to the Company and its Business. The Company
      is
      in compliance with any other reserve or deposit requirements applicable to
      its
      Business imposed by the OIR, AHCA CMS and any other Governmental Authority
      having jurisdiction over the Company’s Business and it’s
      operations.

     

    (b)
      Since
      January 1, 2005, the Company has not been denied or failed to obtain any
      accreditation by any HMO or insurance accreditation agency from which the
      Company sought accreditation.

     

    3.11
      Title.
      Seller
      (i) is the sole record and beneficial owner of the Shares, and (ii) has all
      right, title, and interest in and to the Shares. Upon delivery of certificates
      evidencing the Shares and payment by Purchaser of the Preliminary Purchase
      Price
      in accordance with this Agreement, Seller will deliver valid title to the
      Shares, free of any Liens.

     

    3.12
      Legal Proceedings.
      Except
      as set forth in Schedule
      3.12,
      there
      are no Actions or Proceedings pending against the Company before any
      Governmental Authority or, to the Knowledge of Seller, threatened against the
      Company by any Governmental Authority or any third Person. Except as set forth
      in Schedule
      3.12,
      the
      Company is not subject to any Order specifically (as distinct from generically)
      applicable to it or its assets. This Section 3.12
      shall
      not apply to any Tax matters.
      To the
      Knowledge of the Seller, no basis of a material nature exists or has been
      alleged to exist for any such Action or Proceedings or of any investigation
      by a
      Governmental Authority relative to the Company, its properties or assets, and
      no
      event of a material nature has occurred or circumstance of a material nature
      exists that may give rise to or serve as a basis for the commencement of any
      such Action or Proceeding.

     

    
      
        
        

      

      
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    3.13
      Insurance.

     

    (a) Schedule
      3.13(a)
      contains
      a true and complete list of all liability, property, workers’ compensation,
      directors’ and officers’ liability, errors and omissions, fidelity bond,
      reinsurance, medical malpractice and other material insurance policies
      (including all self-insurance policies) maintained by the Company or by Seller
      for the benefit of the Company, including an identification of the following
      with respect to each such policy: (i) policy number; (ii) all named insureds
      and
      additional insured parties; (iii) type of coverage; (iv) policy limits; and
      (v)
      expiration date. Seller has provided to Purchaser correct and complete copies
      of
      all such policies maintained by the Company (which does not include policies
      maintained by Seller for the benefit of the Company). . Each policy listed
      in
Schedule
      3.13(a)
      is valid
      and binding and in full force and effect, all premiums due thereunder have
      been
      paid in full, and neither the Company nor Seller has received any written notice
      of cancellation or termination in respect of any such policy. To Seller’s
      Knowledge, no event has occurred which constitutes, or with notice or lapse
      of
      time or both, would constitute, a material breach or a default, or permit the
      termination, material modification or acceleration under, any such policy.
      Schedule
      3.13(a)
      further
      lists and describes all material claims for payment made by the Company against
      its insurance policies since January 1, 2002.

     

    (b) Schedule 3.13(b)
      further
      sets forth all policies of insurance of a type referenced above in Section
      3.13(a)
      providing coverage, during the past seven (7) years, on an “occurrence basis” or
      on a “claims made basis” for which tail coverage is still available. The Company
      has been covered during the past seven (7) years by insurance in scope and
      amount customary and reasonable for the business in which it has engaged during
      the aforementioned period.

     

    3.14
      Taxes.
      As used
      in this Agreement, “Tax
      Return”
means
      any return, declaration, report, claim for refund, or information return or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof. “Tax”
or
      “Taxes” means any Federal, state, local or foreign net or gross income, gross
      receipts, sales, use, ad valorem, transfer, franchise, license, withholding
      and
      other taxes, including any interest, penalties or additions with respect
      thereto. “Taxing
      Authority”
means
      any government or subdivision, agency, commission or authority thereof, or
      any
      quasi-governmental or private body having jurisdiction over the assessment,
      determination, collection or other imposition of Taxes.

     

    (a)
      All Tax
      Returns that were required to be filed for or on behalf of the Company have
      been
      duly prepared, signed and filed on a timely basis pursuant to applicable Laws.
      All such Tax Returns were correct and complete in all material respects. The
      Company has paid in full all Taxes shown to be payable on the Tax Returns
      described in this Section 3.14(a).
      All
      Taxes incurred by the Company for periods ending on or prior to the date hereof
      have been, or ending on or prior to the Effective Time will be, paid or properly
      accrued for, in accordance with GAAP, on the books and records of the Company.
      Except with respect to the Company’s Tax Return for calendar year 2007 for which
      Seller has been granted an extension of time to file, the Company has not
      requested or been granted an extension of time to file any Tax Return that
      has
      not been filed.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

       

    

    (b)
      The
      Company has withheld or collected from each payment made to its employees or
      other Persons the amount of all Taxes required to be withheld or collected
      therefrom and has paid all such amounts to the appropriate Taxing Authorities
      when due. The Company has complied in all material respects with all information
      reporting and backup withholding requirements, including maintenance of records
      with respect thereto, in connection with amounts paid or owing to any employee,
      creditor, independent contractor or third party.

     

    (c)
      There
      are no Tax Liens on the Shares or any assets of the Company, other than Liens
      for current ad valorem Taxes not yet due and payable.

     

    (d)
      The
      Company has not waived any statute of limitations (or is or would be subject
      to
      a waiver given by Seller) or agreed to any extension of time with respect to
      a
      Tax assessment or deficiency (or is or would be subject to any extension given
      by Seller).

     

    (e)
      The
      Company has delivered to Purchaser true and complete copies of all Tax Returns
      filed and all examination reports and statements of deficiencies assessed
      against or agreed to by the Company since January 1, 2004.

     

    (f)
      The
      Company has not made, agreed to make, nor been required to make, any adjustment
      under section 481(a) of the Code by reason of a change in accounting method
      or
      otherwise.

     

    (g)
      The
      Company is not, nor has been, a United States real property holding corporation
      within the meaning of section 897(c)(2) of the Code during the applicable period
      specified in section 897(c)(1)(A)(ii) of the Code.

     

    (h) Except
      as
      set forth on Schedule
      3.14(h),
      the
      Company is not a party to or bound by any Tax indemnity, Tax sharing or Tax
      allocation Agreement. Except as set forth on Schedule
      3.14(h),
      the
      Company (i) has not been a member of an Affiliated group filing a consolidated
      federal income tax return and (ii) has no liability for the Taxes of any
      corporation or other entity under Treas. Reg. §1.1502-6 (or similar provision of
      state, local, or foreign Law), as a transferee or successor, by Contract or
      otherwise. Except as set forth on Schedule
      3.14(h),
      the
      Sale will not result in the recognition of income by virtue of any consolidated
      return rule.

     

    (i)
      The
      Company has not entered into any Contract that has resulted in, or would result
      in, separately or in the aggregate, the payment of any “excess parachute
      payment” within the meaning of section 280G of the Code, or any similar Law, or
      result in the imposition of the sanctions imposed under section 4999 of the
      Code, or any similar provision of Law. 

     

    (j) Except
      as
      set fort on Schedule
      3.14(j),
      no Tax
      Return of the Company is, or ever has been, under audit or examination by any
      Taxing Authority, and no written notice of such an audit or examination has
      been
      received by the Company or, to the Knowledge of Seller, been threatened
      (formally or informally).

     

    (k)
      The
      Company has not entered into any contract, agreement, understanding, or other
      arrangement with respect to deferred compensation (within the meaning of section
      409A of the Code and the regulations promulgated thereunder) which does not
      comply with the provisions of section 409A of the Code.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (l) Except
      as
      set fort on Schedule
      3.14(l),
      no Tax
      Return of the Company is, or ever has been, under audit or examination by any
      Taxing Authority, and no written notice of such an audit or examination has
      been
      received by the Company or, to the Knowledge of Seller, been threatened
      (formally or informally).

     

    (m)
      The
      Company has never been operated as a Tax-exempt entity or solicited or received
      charitable contributions from any third party.

     

    3.15
      Intellectual Property.

     

    (a)
      For
      purposes of this Agreement, the term “Intellectual
      Property”
means
      (i) patents, registered and unregistered trademarks and service marks, brand
      names, trade names, domain names, copyrights, designs and trade secrets and
      (ii)
      applications for and registrations of such patents, trademarks, service marks,
      trade names, domain names, copyrights and designs. Schedule
      3.15(a)
      sets
      forth a complete and accurate list of all patents, registered and unregistered
      trademarks, registered copyrights, domain names and applications for any of
      the
      foregoing, in each case owned by the Company and material to the conduct of
      the
      business of the Company, taken as a whole, as currently conducted.

     

    (b)
      Except
      as set forth in Schedule
      3.15(b),
      the
      Company is the owner of, or has the right to use, all Intellectual Property,
      free and clear of all Liens, as is necessary in connection with the operation
      of
      the Company, taken as a whole, as currently conducted, subject, however, to
      the
      restrictions and limitations set forth in any applicable Intellectual Property
      License (defined in Section 3.15(d)).

     

    (c)
      No
      unresolved claims, or to Seller’s Knowledge, threat of claims within the three
      years prior to the date of this Agreement, have been asserted by any third
      party
      against the Company by any other Person challenging or questioning the right
      of
      Company to use any of the Intellectual Property of the Company or asserting
      that
      the conduct of the business of the Company infringes, misappropriates or dilutes
      any Intellectual Property rights of any third party. To the Seller’s Knowledge,
      the conduct of the businesses of the Company does not infringe, misappropriate,
      dilute or otherwise violate any Intellectual Property rights of any third party.
      To Seller’s Knowledge, no third party is infringing, misappropriating or
      diluting any Intellectual Property of the Company.

     

    (d) Schedule
      3.15(d)
      sets
      forth a complete and accurate list of all material licenses, sublicenses and
      other agreements (“Intellectual
      Property License”)
      to
      which the Company is a party (i) granting any other Person the right to use
      any
      of the Intellectual Property of the Company, or (ii) pursuant to which Company
      is authorized to use any third party Intellectual Property, which are used
      by
      the Company in the business of the Company as currently conducted, other than
      commercial off-the-shelf software.
      The
      Company has not exceeded the number of licenses granted by any Person to the
      Company pursuant to any license Agreement for the use of any software of other
      Intellectual Property. The Company is not in breach of any Intellectual Property
      License and, to the Seller’s Knowledge, no other party is in breach of any
      Intellectual Property License.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

       

    

    (e)
      All
      trademark registrations and applications for registration, patents issued or
      pending and copyright registrations and applications for registration owned
      by
      the Company are valid and subsisting and have not lapsed, expired or been
      abandoned, and are not the subject of any opposition filed or, to Seller’s
      Knowledge, threatened to be filed with the United States Patent and Trademark
      Office or any other intellectual property registry. Except as disclosed in
      Schedule
      3.15(e),
      there
      are no actions that must be taken by Purchaser within one hundred twenty (120)
      days of the Effective Time, including payment of any registration, maintenance
      or renewal fees or the filing of any documents, applications or certificates
      for
      the purposes of maintaining, perfecting or preserving or renewing any
      Intellectual Property
      of the
      Company set forth on Schedule
      3.15(a)
      hereto.

     

    (f)
      The
      Company has promulgated and used its reasonable efforts to enforce a trade
      secret protection program sufficient to safeguard and maintain the secrecy
      and
      confidentiality of the Intellectual Property of the Company. To the Company’s
      Knowledge, there has been no material violation of such program by any Person.
      The Company does not have any proprietary software.

     

    (g)
      All
      personnel, including employees, agents, consultants, and contractors, who have
      contributed to or participated in the conception and development of the
      Intellectual Property on behalf of the Company either (i) have been party to
      a
“work-for-hire” arrangement or agreement with the Company, in accordance with
      applicable federal and state law, that has accorded the Company full, effective,
      exclusive, and original ownership of all tangible and intangible property
      thereby arising, or (ii) have executed appropriate instruments of assignment
      in
      favor of the Company, respectively, as assignee that have conveyed to Company
      full and exclusive ownership of all tangible and intangible property thereby
      arising.

     

    3.16
      Environmental.

     

    (a)
      Except
      as set forth in Schedule
      3.16,
      there
      have been no disposals, releases or threatened releases of Hazardous Materials
      (defined below) on, from or under the Company’s Real Property (defined in
      Section 3.18), nor on, from or under the real property that is utilized as
      Seller’s corporate headquarters, portions of which are utilized by the Company,
      by or on behalf of any Person in violation of applicable Laws. Except as set
      forth in Schedule
      3.16,
      neither
      the Company nor, to Seller’s Knowledge, any other Person, has used, generated,
      manufactured or stored on, under or about the Company’s premises or transported
      to or from the Company’s real property any Hazardous Materials in violation of
      applicable Laws. For purposes of this Agreement, (i) the terms “disposal,”
“release,” and “threatened release” shall have the definitions assigned thereto
      by the Comprehensive Environmental Response, Compensation and Liability Act
      of
      1980, 42 U.S.C. Section 9601 et seq., as amended (“CERCLA”),
      and
      (ii) “Hazardous
      Materials”
shall
      mean any hazardous, corrosive, ignitable, explosive, infectious, radioactive,
      carcinogenic, petroleum-derived, or toxic substance, material or waste that
      is
      regulated under, or defined as a “hazardous substance,” “hazardous waste,”
“carcinogen,” “toxic substance,” “pollutant,” “contaminant,” “toxic chemical,”
“hazardous materials” or “hazardous chemical” under (1) CERCLA; (2) the Resource
      Conservation and Recover Act, 42 U.S.C. Section 6901 et seq.; (3) the Clean
      Water Act, 33 U.S.C. Section 1251, et seq.; (4) the Clean Air Act, 42 U.S.C.
      Section 7401 et seq.; (5) the Emergency Planning and Community Right-to-Know
      Act, 42 U.S.C. Section 1101 et seq.; (6) the Hazardous Materials Transportation
      Act, 49 U.S.C. Section 1801, et seq.; (7) the Toxic Substances Control Act,
      15
      U.S.C. Section 2601 et seq.; (8) the Occupational Safety and Health Act of
      1970,
      29 U.S.C. Section 651 et seq.; (9) regulations promulgated under any of the
      above statutes; or (10) any applicable state or local Law that has a scope
      or
      purpose similar to those statutes identified above.

     

    
      
        
        

      

      
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    (b)
      The
      Company is not a party to, or subject to the terms of or bound by, any Order
      that imposes a liability or obligation under CERCLA in connection with its
      businesses, and there is no present or past circumstances, activities, events,
      conditions or occurrences that could reasonably be expected to (i) cause the
      Company to be subject to any restriction on its ownership, occupancy or use
      of
      any material asset in its Business under CERCLA, or (ii) prevent or interfere
      with the ability of the Company to operate and conduct the Business in
      compliance in all material respects with CERCLA.

     

    (c)
      No
      cleanup, investigation, corrective or remedial action is currently underway
      at
      any of the Real Property leased by the Company that has resulted in the
      assertion or creation of a Lien on such property and for which the Company
      is
      responsible, nor has any such assertion of a Lien been made with respect thereto
      that has not been removed.

     

    (d)
      To the
      Knowledge of Seller, the Company is in compliance in all material respects
      with
      all Laws relating to the regulation and protection of the environment and
      natural resources, including those referenced in Section 3.16(a)
      above.
      There is no environmental claim of which the Company has received written notice
      or, to the Knowledge of Seller, has been threatened in writing or filed since
      January 1, 2002, against the Company.

     

    3.17
      Good Title, Operating Condition.
      Except
      as set forth in Schedule
      3.17,
      (i) the
      Company has good and valid title to, or the unrestricted right to use, all
      of
      the assets owned, leased or licensed by it and material to its Business, free
      and clear of all Liens, and (ii) all tangible personal property is in good
      operating condition for the operation of the Business, normal wear and tear
      excepted.

     

    3.18
      Real Property; Leases.
      The
      Company does not own any real property. Schedule
      3.18
      sets
      forth a list of all leases of real property (“Real
      Property”)
      to
      which the Company is a party (“Leases”).
      For
      purposes of this Agreement, the term “Leases”
does
      not include any space the Company utilizes at Seller’s corporate headquarters.
      The Company has made available a true, correct and complete copy of each such
      Lease to Purchaser. The Company has a valid leasehold interest in all of the
      Real Property leased by it as lessee, free and clear of all Liens. Except as
      set
      forth in Schedule
      3.18,
      each
      Lease is in full force and effect and is the legal, valid and binding obligation
      of the Company, enforceable in accordance with its terms, and will continue
      to
      be the valid and binding obligation of the Company, in full force and effect
      on
      identical terms following the consummation of the Sale, except that enforcement
      of the Leases may be subject to applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar Law, now or hereafter in effect,
      affecting creditor’s rights generally. Except as set forth in Schedule
      3.18,
      neither
      the Company nor, to Seller’s Knowledge: (i) any other Person is in default or
      breach in the observance or performance of any term or obligation to be
      performed by it under any Lease, except for defaults or breaches involving
      a de
      minimis amount or of an incidental nature; (ii) the Real Property leased by
      the
      Company pursuant to the Leases comprises all of the real property used in the
      Company’s Business; (iii) to Seller’s Knowledge, the current use and occupancy
      of the Real Property and the operation of the Company’s Business (A) conforms to
      the certificates of occupancy applicable thereto, (B) complies with the local
      zoning Laws, and (C) does not violate any easement, covenant, condition,
      restriction or similar provision in any instrument of record or other unrecorded
      agreement or instrument affecting such Real Property; (iv) the Company has
      not
      subleased, licensed or otherwise granted any Person the right to use or occupy
      all or any portion of such Real Property; (v) the Company has not collaterally
      assigned or granted any other Lien in any such Lease or any interest therein;
      and (vi) to the Knowledge of Seller, there are no condemnation or eminent domain
      proceedings pending or threatened against any of the leased Real
      Property.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

       

    

    3.19
      Material Agreements.
      Schedule
      3.19
      contains
      a true and complete list of the following Contracts or Agreement (other than
      Leases, which are disclosed in Section 3.18,
      and
      Provider Contracts which are disclosed in Section 3.20)
      to
      which the Company is a party (“Specified
      Agreements”):

     

    (a)
      any
      Agreement creating a partnership or joint venture;

     

    (b)
      any
      Agreement under which the Company has created, incurred, assumed or guaranteed
      any indebtedness for borrowed money or any capitalized lease obligation in
      excess of $50,000 or under which it has imposed a Lien on any of its material
      assets;

     

    (c)
      Contracts for the future acquisition or sale of any assets involving $50,000
      or
      more individually (or in the aggregate, in the case of any related series of
      contracts), other than acquisitions or sales in the Ordinary Course of
      Business;

     

    (d)
      Contracts containing covenants of the Company prohibiting or limiting the right
      to compete in any line of business or prohibiting or restricting its ability
      to
      conduct business with any Person or in any geographical area;

     

    (e)
      Contracts relating to the acquisition by the Company of any operating business,
      the capital stock of any other Person or, except in the Ordinary Course of
      Business, any other assets or property (real or personal) of any other
      Person;

     

    (f)
      Contracts requiring the payment by or to the Company of a royalty, “finders’
fee,” brokerage commission, override or similar commission or fee of more than
      $50,000 in a year;

     

    (g)
      Contracts with third party administrators or other persons for the provision
      of
      any management, administrative or claims processing service;

     

    (h)
      any
      Contract that is a power of attorney, proxy or similar instrument;

     

    (i)
      any
      stock option agreement, restricted stock agreement, phantom stock agreement,
      stock appreciation rights, plan of equity compensation, or similar agreement,
      arrangement or understanding;

     

    (j)
      any
      Contract under which the Company has been prepaid in an amount in excess of
      $50,000 for goods and services not delivered or requiring the delivery of
      services or products over a term extending more than thirty (30) days;
      and

     

    (k)
      any
      other Contract (other than Provider Contracts), the performance of the executory
      portion of which involves consideration in excess of $50,000.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    Except
      as
      set forth in Schedule
      3.19,
      all
      such Specified Agreements are in full force and effect and are the valid and
      binding obligations of the Company, enforceable in accordance with their
      respective terms, and all such Specified Agreements will continue to be the
      valid and binding obligation of the Company, in full force and effect on
      identical terms following the consummation of the Sale, except that (i)
      enforcement of the Specified Agreements may be subject to applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar Laws, now or hereafter
      in effect, affecting creditors’ rights generally, and (ii) the remedy of
      specific performance and injunctive and other forms of equitable relief may
      be
      subject to equitable defenses and to the discretion of the court before which
      any proceeding therefore may be brought. Except as set forth in Schedule
      3.19,
      neither
      the Company nor, to Seller’s Knowledge, any other Person is in default or breach
      in the observance or the performance of any term or obligation to be performed
      by it under any Specified Agreement, except for defaults or breaches involving
      a
      de minimis amount or of an incidental nature.

     

    (For
      purposes of this Agreement, “Material
      Agreements”
shall
      mean, collectively, the Specified Agreements, Provider Contracts, Governmental
      Contracts, Reinsurance Contracts, Broker Contracts, Intellectual Property
      Licenses, and Leases.)

     

    3.20
      Providers and Provider Contracts.

     

    (a) Schedule
      3.20(a)
      contains
      a true and complete list of all Contracts between the Company and any physician,
      hospital, pharmacy, pharmacy benefit management, ancillary service provider
      or
      other health care service provider (“Provider
      Contracts”).
      Copies of (i) the Company’s standard forms of Provider Contracts (“Form
      Provider Contracts”)
      and
      (ii) each Provider Contract that contain terms that materially deviate from
      the
      Company’s Form Provider Contracts has been made available to
      Purchaser. 

     

    (b) Except
      as
      set forth in Schedule
      3.20(b),
      none of
      the Provider Contracts: (i) has a remaining term of a length greater than one
      (1) year without providing the Company the ability to terminate the applicable
      Provider Contract without cause prior to the expiration of the current term;
      (ii) requires the Company to pay the applicable provider on a most-favored
      provider basis; (iii) grants to any provider any exclusive dealing rights and/or
      requires the Company to pay a material break-up fee to terminate the contractual
      relationship; (iv) obligates the Company to pay material access or
      administrative fees; (v) includes any provision for rate escalation based on
      factors other than the consumer price index, inflation rates or other economic
      indicators; (vi) provides for a guaranty of a minimum level of Members who
      are
      to have access to a given provider of the Company; (vii) contains terms that
      are
      binding upon an Affiliate of the Company; (viii) contains change of control
      language, including any terms requiring notice or prior consent in the event
      of
      a change of control of the Company; or (ix) contains non-solicitation or
      non-competition provisions. Except as set forth in Schedule
      3.20(b),
      to the
      Knowledge of Seller (i) no provider is insolvent or intends to file a petition
      in bankruptcy; and (ii) no provider has given notice to the Company or any
      of
      its Subsidiaries of its intention to terminate, cancel or not renew its Provider
      Contract.

     

    (c) All
      Provider Contracts were entered into by the Company in the Ordinary Course
      of
      Business and constitute legal, valid, binding and enforceable agreements of
      the
      parties thereto. All Provider Contracts are in full force and effect. All forms
      of the Provider Contracts which are currently in use by the Company conform
      in
      all material respects to the requirements of Laws governing Medicare Advantage
      organizations and all other applicable Health Benefit Laws. The Company has
      performed in all material respects its obligations under each Provider Contract
      and, to the Knowledge of Seller, all other parties to such Provider Contracts
      have performed and complied with their respective obligations thereunder in
      all
      material respects. The Company has paid all non-participating providers
      providing services to Members that are not subject to a Provider Contract in
      accordance with applicable Laws, including applicable Medicare fee schedules.
      None of the Provider Contracts contain any type of bonus, incentive or other
      extraordinary compensation arrangement except as set forth on Schedule
      3.20(c).

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

       

    

    (d) Except
      as
      set forth in Schedule
      3.20(d),
      there
      are no current claims or disputes between the Company and any providers, other
      than claims for payment due and owing to the providers in the Ordinary Course
      of
      Business in accordance with the Provider Contracts and applicable Law or other
      claims or disputes involving de minimis costs or expenses.
      Except
      as set forth in Schedule
      3.20(d),
      the
      Company has not received notice from any provider or Governmental Authority
      claiming a breach or default in payment of claims or other sums due the
      providers under the Provider Contracts or applicable Law, and, to the Knowledge
      of Seller, except for non-material claims or payments in the Ordinary Course
      of
      Business, there exists no facts, circumstances or conditions upon which a claim
      or proceeding may be made or supported by any provider or Governmental Authority
      against the Company for a breach or default in payment of claims or other sums
      due the providers under the Provider Contracts or applicable Law.

     

    3.21
      Employee; Labor Relations.

     

    (a) The
      Company has made available to Purchaser copies of all written employment
      Contracts to which the Company is a party. Schedule
      3.21(a)
      sets
      forth a true, correct and complete list, as of the date hereof, of the Company’s
      active and inactive employees (the “Current
      Employees”), including
      each Current Employee’s: (i) name
      (;
      (ii)
      job title; (iii) date of commencement of employment or engagement; (iv) current
      compensation paid or payable and any material change in compensation since
      January 1, 2005; (v) sick and vacation leave that is accrued but unused; and
      (vi) service credited for purposes of vesting and eligibility to participate
      under any Seller Plan.

     

    (b)
      The
      Company is not a party to or bound by any collective bargaining agreement,
      and
      has not experienced any strike, slowdown, work stoppage, lockout or other
      collective bargaining dispute. To the Knowledge of Seller, no application or
      petition for an election of or for certification of a collective bargaining
      agent relating to the Company is pending.

     

    (c)
      Except
      as set forth in Schedule
      3.21(c):

     

    (1)
      the
      Company has complied in all material respects with all Laws relating to
      employment, employment practices, equal employment opportunity, immigration,
      collective bargaining, payment of social security and similar Taxes, and wages
      and hours;

     

    (2)
      there is
      no unfair labor practice charge or complaint against the Company pending before
      the National Labor Relations Board or similar Governmental Authority in the
      State of Florida or any other jurisdiction where the Company is engaged in
      the
      Business, and no such charge or complaint has been made against the Company
      with
      a Governmental Authority since January 1, 2003;

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    (3)
      there
      has been no charge of discrimination filed against the Company with the Equal
      Employment Opportunity Commission or similar Governmental Authority since
      January 1, 2003, in the State of Florida or any other jurisdiction where the
      Company is engaged in the Business; and

     

    (4)
      the
      Company has no Contract or relationship with any Person who it characterizes
      as
      an independent contractor, but who should, under applicable Law, be treated
      as
      an employee.

     

    (d)
      Except
      as set forth in Schedule
      3.21(d),
      the
      Company is not a party to any written employment, independent contractor
      agreement, consulting agreement, advisory or service agreement, deferred
      compensation agreement, bonus agreement (including all Contracts which require
      a
      payment to any Person upon the consummation of the Sale or any other transaction
      contemplated by the Related Agreements), or severance Contract, except for
      agreements which may be terminated by the Company without premium or penalty
      on
      notice of thirty (30) days or less and under which the only monetary obligation
      of the Company is to make current and customary wage or salary payments and
      provide current and customary employee benefits. Except as set forth in
Schedule
      3.21(d),
      the
      Company has not made any loans or advance (other than travel advances in the
      Ordinary Course of Business) to any officer or director of the
      Company.

     

    3.22
      Absence of Certain Changes or Events.
      Except
      as set forth in Schedule
      3.22,
      since
      the date of the Acquisition Balance Sheet, the Company has conducted its
      business in the ordinary course and has not:

     

    (a)
      suffered
      any Material Adverse Effect that has not been disclosed pursuant to Section
      5.9;


     

    (b)
      incurred
      any indebtedness, obligation or other liability (contingent or otherwise),
      except in the Ordinary Course of Business consistent with its past practice
      and,
      to Seller’s Knowledge, there does not exist a set of circumstances that could
      reasonably be expected to result in any such indebtedness, obligation or
      liability;

     

    (c)
      failed
      to pay any medical claim liability or indebtedness when due (subject to its
      right to challenge such liability or indebtedness in good faith);

     

    (d)
      created,
      permitted or allowed any Lien with respect to the Company assets;

     

    (e)
      made any
      material increase in the compensation payable by the Company (or for which
      the
      Company may have any liability) to any provider except as set forth in writing
      in a Provider Contract;

     

    (f)
      executed, materially amended, or terminated any Material Agreement to which
      it
      is or was a party or by which any of the Company assets are bound or affected;
      amended, terminated or waived any of its material rights thereunder; or received
      notice of termination, amendment, or waiver of any Material Agreement or any
      material rights thereunder;

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    (g)
      instituted, settled, or agreed to settle, any litigation, action, or proceeding
      before any Governmental Authority;

     

    (h)
      sold,
      assigned or transferred any material assets outside the Ordinary Course of
      Business;

     

    (i)
      sold,
      assigned or transferred any Intellectual Property;

     

    (j)
      made any
      capital expenditures or commitments therefore in excess of $50,000 individually
      or $150,000 in the aggregate;

     

    (k)
      suffered
      any theft, damage, destruction or casualty loss to its property in excess of
      $50,000 not covered by insurance;

     

    (l)
      issued,
      sold or transferred any of its equity securities, securities convertible into
      its equity securities or warrants, options or other rights to acquire its equity
      securities, or any notes, bonds or debt securities of the Company;

     

    (m)
      declared
      or paid any dividend or made any distribution on its capital stock or redeemed
      or purchased any shares of its capital stock;

     

    (n)
      reclassified, combined, split, subdivided or redeemed or otherwise repurchased
      any securities of the Company, or created, authorized, issued, sold, delivered,
      pledged or encumbered any additional capital stock (whether authorized but
      unissued or held in treasury) or other securities convertible into or
      exchangeable for capital stock of the Company, or granted or otherwise issued
      any options, warrants or other rights with respect thereto;

     

    (o)
      acquired
      or agreed to acquire by merging or consolidating with, or by purchasing any
      portion of the capital stock, equity interests or assets of, or by any other
      manner, any business or any corporation, partnership, limited liability company,
      association or other business organization or division thereof;

     

    (p)
      made any
      loan or any investment in or capital contribution to, or extended any credit
      to,
      any Person, except (i) short-term investments pursuant to customary cash
      management policies, and (ii) advances made in the Ordinary Course of Business
      to employees;

     

    (q)
      made any
      material election with respect to Taxes, agreed to make any material claim
      or
      assessment in respect of Taxes, agreed to an extension or waiver of the
      limitation period to any claim or assessment in respect of Taxes, or filed
      any
      claim for a Tax refund or amended any income or other Tax Return;

     

    (r)
      made any
      change to any accounting principle, method or practice, including any actuarial
      practices or methodologies, or any change to any methods of reporting income,
      deductions or other items for Tax purposes;

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    (s)
      had any
      cancellation or termination or notice of cancellation or termination by a
      provider of its Provider Contract with the Company, or any decrease or change,
      or notice of decrease or change, in such Provider Contract;

     

    (t)
      waived
      or released any debts, claims or rights of value, or written down the value
      of
      any assets or written down or off any receivable in excess of $50,000 for any
      single occurrence or $150,000 in the aggregate; and

     

    (u)
      entered
      into any Agreement or made any commitment to take any of the types of action
      described herein.

     

    3.23
      Employee Benefit Plans; ERISA.

     

    (a) Schedule
      3.23(a)
      contains
      a true and complete list and description of each Seller Plan.

     

    (b)
      With
      respect to each Seller Plan, Seller has furnished to Purchaser true and complete
      copies of all plan documents, amendments, Agreements, trust instruments,
      insurance Contracts, or other funding arrangements. With respect to any Seller
      Plan not reduced to writing, Seller has furnished to Purchaser a true and
      complete written description of such Seller Plan. With respect to any such
      Seller Plans that are subject to the summary plan description requirements
      of
      section 102 of ERISA, Seller has furnished to Purchaser true and complete copies
      of the most recent summary plan descriptions (and any summary of material
      modifications thereto, if applicable). The Seller, the Company and any ERISA
      Affiliates have complied with all obligations under section 102 of ERISA and
      related regulations. With respect to each Seller Plan subject to annual
      reporting under ERISA, Seller has furnished to Purchaser all Forms 5500 Annual
      Return/Report of Employee Benefit Plan for the past five years. Seller has
      furnished to Purchaser copies of any correspondence with the Internal Revenue
      Service, Department of Labor, PBGC, or any other governmental entity relating
      to
      any Seller Plan.

     

    (c) Each
      Seller Plan is in compliance in all material respects, and has been administered
      in compliance in all material respects, with applicable Law. No Seller Plan
      is
      currently under audit by the Internal Revenue Service, Department of Labor,
      PBGC, or other governmental entity. Except as set forth in Schedule
      3.23(c),
      each
      Seller Plan that is intended to be a pension, profit-sharing, 401(k), or stock
      bonus plan qualified under section 401(a) of the Code is so qualified, has
      been
      operated and maintained in accordance therewith, is the subject of a favorable
      determination letter from the Internal Revenue Service (or an application for
      such a determination letter is pending), and has timely been amended in good
      faith to extend any applicable remedial amendment period under Rev. Proc.
      2005-66; nothing has occurred with respect to the operation of any Seller Plan
      that would result in the loss of such qualification. There are no excise or
      other Taxes or penalties due or arising out of actions or failures to act with
      respect to any Seller Plan. Except as set forth on Schedule
      3.23(c),
      no
      portion of any account balance or assets in any Seller Plan is invested in
      employer securities. No asset of any Seller Plan is subject to tax as unrelated
      business income.

     

    (d)
      All
      contributions (including all employer contributions and employee salary
      reduction contributions) that were due have been timely made to each Seller
      Plan
      that is a Pension Plan. Appropriate entries have been made in financial records
      and statement for all obligations and liabilities under all Seller Plans. All
      contributions to all Seller Plans have been deductible under the Code. All
      premiums or other payments that are due have been paid with respect to each
      such
      Seller Plan that is an Employee Welfare Plan.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    (e)
      Neither
      Seller nor the Company, nor any ERISA Affiliate, ever has contributed or
      currently contributes to any Multiemployer Plan. Neither Seller nor the Company,
      nor any ERISA Affiliate, has withdrawn from any Multiemployer Plan or has any
      outstanding withdrawal liability or delinquent contributions with respect to
      any
      such Multiemployer Plan. No event has occurred or circumstance exists that
      presents a risk of the occurrence of any withdrawal from, participation in,
      or
      termination, reorganization, or insolvency of, any Multiemployer Plan that
      could
      result in any liability to either Seller, the Company or any ERISA Affiliate.
      Neither the Seller, the Company, nor any ERISA affiliate thereof has engaged
      in
      a transaction within the meaning of section 4212(c) of ERISA.

     

    (f) Except
      as
      set forth on Schedule
      3.23(f),
      the
      Company does not provide, nor has any liability for, health or welfare benefits
      with respect to any retired or former employees of Seller, the Company, or
      any
      ERISA Affiliate (except for any continuation coverage under COBRA or other
      applicable state continuation coverage laws, for which such retired or former
      employee pays). Except as set forth on Schedule
      3.23(f),
      the
      Company is not obligated to provide any health or welfare benefits to any active
      employees of Seller, the Company, or any ERISA Affiliate following such
      employee’s retirement or termination of service (except as mandated by COBRA or
      other applicable state continuation coverage laws). Neither the Company, Seller
      nor any ERISA Affiliate thereof has ever sponsored, participated in or had
      any
      obligation to contribute to a “multiple employer welfare arrangement” within the
      meaning of Section 3(40) of ERISA. Neither the Company, Seller, nor any ERISA
      Affiliate thereof has ever sponsored, maintained or had any obligation to
      contribute to a VEBA.

     

    (g)
      Neither
      the Seller, the Company, nor any ERISA Affiliate, ever has sponsored,
      maintained, had any obligation to contribute to, or any liability with respect
      to, a DB Plan. No facts or circumstances exist that may subject the Seller,
      Company or any ERISA Affiliate to any liability under sections 4062, 4063,
      or
      4064 of ERISA. Neither the Seller, the Company, nor any ERISA Affiliate, has
      engaged in a transaction to which section 4069 of ERISA applies.

     

    (h)
      With
      respect to Seller Plans, Seller or the Company, as applicable, has duly and
      timely furnished, in compliance in all material respects with applicable Laws,
      all notices required under applicable Laws to be given to Company participants,
      beneficiaries, and alternate payees, or to any Governmental Authorities,
      including, but not limited to, any notifications required by COBRA, by section
      101(i) of ERISA (i.e., blackout notices), or by Field Assistance Bulletin
      2006-03 (i.e., periodic benefit statements).

     

    (i)
      Each
      Seller Plan subject to ERISA has been administered in accordance with its
      written terms and ERISA. There has been no breach of fiduciary duty under
      section 404 of ERISA with respect to any Seller Plan, nor has any transaction
      occurred with respect to a Seller Plan prohibited by section 406 of ERISA for
      which there does not exist an applicable exemption under ERISA. With respect
      to
      any Seller Plan required to file Form 5500, complete and accurate Forms 5500
      timely have been filed for all applicable years.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

       

    

    (j)
      With
      respect to Deferred Compensation Plans under which Current Employees have
      benefited, are benefiting or are eligible to benefit, no such Deferred
      Compensation Plans have been “materially modified” after October 3, 2004, and
      all such Deferred Compensation Plans have been administered in compliance with
      section 409A of the Code (and the published guidance issued thereunder). No
      payment that is owed or may become due under any Seller Plan is subject to
      tax
      under sections 280G, 409A or 4999 of the Code. The Company is under no
      obligation to reimburse any service provider or employee for any taxes under
      section 409A of the Code.

     

    (k) Except
      as
      specifically provided in Schedule
      3.23(k),
      there
      are no claims, Proceedings or Liens, other than routine claims for benefits,
      pending or, to Seller’s Knowledge, threatened with respect to any Seller Plan as
      to which the Company has or could reasonably be expected to have any direct
      or
      indirect actual or contingent material liability.

     

    (l) Except
      as
      provided in Schedule
      3.23(l),
      neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will increase any benefits otherwise payable
      under any Seller Plan. Except as provided in Schedule
      3.23(l),
      there
      has been no announcement or commitment by Seller, Company or an ERISA Affiliate
      to create any new practice, plan or arrangement that constitutes a Seller Plan
      hereunder or to amend any Seller Plan, except for technical amendments required
      by applicable law which do not materially increase the costs of the Seller,
      Company or ERISA Affiliate.

     

    3.24
      Certain Business Relationships.
      Except
      as set forth in Schedule
      3.24,
      neither
      the Company nor any Affiliate of the Company, nor any director or officer of
      the
      Company or any Affiliate of the Company, nor any family member of any of the
      foregoing, (i) owns, directly or indirectly, in whole or in part, any property,
      assets or rights, which are associated with or necessary for the use, operation
      or conduct of any of the Business, or (ii) has a Contract to furnish material
      services or goods to the Company.

     

    3.25
      Accounts Receivables.
      All of
      the accounts receivable of the Company are properly reflected on the books
      and
      records of the Company in accordance with GAAP, are valid receivables and arose
      in the Ordinary Course of Business from bona fide transactions.

     

    3.26
      Relations and Members.
      Schedule
      3.26
      describes each unresolved written complaint that would reasonably be expected
      to
      result in more than $50,000 of liability to the Company received by the Company
      from a Member since January 1, 2005.

     

    3.27
      Terrorism Compliance.
      The
      Company is in compliance with (i) Exec. Order No. 13224, Blocking Property
      and
      Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
      Terrorism, as amended, and (ii) the Uniting and Strengthening America by
      Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
      Patriot Act) Act of 2001, Pub. L. No. 107-56, as amended.

     

    3.28
      Guarantees.
      Except
      as set forth in Schedule
      3.28,
      the
      Company is not a guarantor or otherwise contractually responsible for any
      liability or obligation (including indebtedness) of any other
      Person.

     

    
      
        
        

      

      
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    3.29
      Banks and Depositories.
      Schedule
      3.29
      sets
      forth:

     

    (a)
      A list
      of the name and address of each bank, savings and loan or other financial
      institution in which the Company has an account or safe deposit
      box;

     

    (b)
      The
      identity of each such account or safe deposit box;

     

    (c)
      The
      names of all Persons authorized to draw on each account and to have access
      to
      each safe deposit box; and

     

    (d)
      The
      number of signatures required for any withdrawals therefrom.

     

    3.30
      Limitation on Use of Funds.
      Pursuant to 31 U.S.C. 1352 and 45 C.F.R. Part 93, no federal appropriated funds
      have been paid to any Person by the Company for the purpose of influencing
      or
      attempting to influence an officer or employee of any agency, a member of
      Congress, an officer or employee of Congress, or an employee of a member of
      Congress in connection with the award of any federal Contract, the making of
      any
      federal grant, the making of any federal loan, the entering into of any
      cooperative Contract, or the extension, continuation, renewal, amendment, or
      modification of any federal Contract, grant, loan, or cooperative Contract
      in
      violation of such provision.

     

    3.31
      Books and Records.
      The
      minute books of the Company, as previously made available to Purchaser and
      its
      representatives, contain accurate records of all meetings of and all corporate
      actions or written consents by the shareholders and the Board of Directors
      of
      the Company.

     

    3.32
      Brokers’
      Fees.
      Except
      as set forth in Schedule
      3.32,
      neither
      Seller nor the Company has Liability to pay any fees or commissions to any
      broker, investment banker, finder or agent with respect to the transactions
      contemplated by this Agreement or any Related Agreement for which Purchaser
      could become liable or obligated.

     

    4.
      Representations and Warranties of Purchaser.
      Purchaser
      hereby represents and warrants to Seller as follows:

     

    4.1
      Authorization.
      Purchaser has full corporate power and authority to enter into this Agreement
      and the Related Agreements to be executed and delivered by it pursuant to,
      or as
      contemplated by, this Agreement, to perform its obligations hereunder and
      thereunder, and to consummate the Sale and the other transactions contemplated
      hereby or thereby.

     

    4.2
      Binding Agreement.
      All
      corporate actions and other actions required to be taken by Purchaser to
      authorize the execution, delivery and performance of this Agreement, each
      Related Agreement, and Purchaser’s obligations hereunder and thereunder have
      been duly and properly taken or obtained by Purchaser. No other corporate action
      on the part of Purchaser is necessary to authorize the execution, delivery
      and
      performance of this Agreement, any Related Agreement, or Purchaser’s obligations
      hereunder and thereunder. This Agreement has been, and each Related Agreement
      executed and delivered by Purchaser on or prior to the Closing will be, duly
      and
      validly executed and delivered by Purchaser and, assuming due and valid
      execution by Seller, constitutes a legal, valid and binding obligation of
      Purchaser enforceable against Purchaser in accordance with its
      terms.

     

    
      
        
        

      

      
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    4.3
      Organization and Good Standing.
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the Laws of the State of Florida. Purchaser is duly qualified to do
      business as a foreign corporation in each jurisdiction in which the nature
      of
      its business or the character and location of the properties owned or leased
      by
      it makes qualification of it as a foreign corporation necessary under applicable
      Laws, excepting only those jurisdictions where failure to be so qualified would
      only subject Purchaser to the obligation to pay nominal filing fees or nominal
      penalties to be qualified therein. Purchaser has the corporate power and
      authority to own, operate and lease its properties and to carry on its
      businesses as now conducted.

     

    4.4
      No Violation.
      Neither
      the execution and delivery by Purchaser of this Agreement or any Related
      Agreement, nor the consummation of the transactions contemplated hereby or
      thereby by Purchaser, nor compliance with any of the material provisions hereof
      or thereof by Purchaser, will: (i) violate, conflict with or result in a breach
      of any material provision of the Purchaser’s Articles of Incorporation, as
      amended to date, certified by the Secretary of State of the State of Florida,
      and a copy of the Purchaser’s Bylaws, as amended to date; (ii) violate, in any
      material respect, any Order or Law applicable to Purchaser; or (iii) except
      for
      filings and notices required by the OIR, AHCA and CMS, or as set forth in
Schedule
      4.4,
      require
      any consent, approval or authorization of, or notice to, or declaration, filing
      or registration with, any Governmental Authority.

     

    4.5
      Investment Representations.

     

    (a)
      Purchaser has the financial capability to consummate the transactions
      contemplated by this Agreement, and Purchaser understands that under the terms
      of this Agreement its obligations hereunder are not in any way contingent or
      otherwise subject to (i) Purchaser’s consummation of any financing arrangements
      or Purchaser obtaining any financing or (ii) the availability of any financing
      to Purchaser.

     

    (b)
      Purchaser hereby confirms that the Shares are being acquired for investment
      for
      Purchaser’s own account, not as a nominee or agent, and not with a view to the
      resale or distribution of any part thereof, and that Purchaser has no present
      intention of selling, granting any participation in, or otherwise distributing
      the same.

     

    (c)
      Purchaser is an experienced investor, can bear the economic risk of its
      investment, and has such Knowledge and experience in financial or business
      matters that it is capable of evaluating the merits and risks of the investment
      in the Company and the Shares.

     

    (d)
      Purchaser is an “accredited investor” as such term is defined in Regulation D
      promulgated by the Securities and Exchange Commission.

     

    4.6
      Restricted Securities.
      Purchaser understands that the Shares: (i) are “Restricted
      Securities,”
as
      defined in Rule 144 promulgated under the Securities Act; (ii) have not been
      registered under the Securities Act or any Laws of any state; (iii) are being
      acquired in a transaction not involving a public offering; and (iv) under
      applicable Law, such securities may be subject to restrictions or prohibitions
      on subsequent sales or transfers.

     

    
      
        
        

      

      
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    4.7
      Brokers’ Fees.
      Purchaser has no liability or obligation to pay any fees or commissions to
      any
      broker, finder, or agent with respect to the transactions contemplated by this
      Agreement.

     

    4.8
      Financing.
      Purchaser will at Closing, and at all applicable times after the Closing, have
      sufficient available funds to pay the Preliminary Purchase Price and to pay
      any
      additional amounts required under Section 2.

     

    5.
      Pre-Closing Covenants.

     

    5.1
      Access and Information; Inspections.

     

    (a)
      From the
      Effective Date through the Closing Date, Seller shall afford, and shall cause
      the Company to afford, to Purchaser and its Advisors, upon reasonable prior
      notice to Seller, full and complete access during normal business hours or
      other
      mutually agreed times to, and the right to inspect, as applicable, the
      employees, properties, books, accounts, records, Contracts and all other
      relevant documents and information with respect to, the assets, Liabilities
      and
      operations of the Company and, as necessary, Seller and its Subsidiaries; and
      will furnish Purchaser and its Affiliates, officers and agents (including those
      described above) with such additional financial and operating data and all
      other
      information that it or they may reasonably request to investigate all aspects
      of
      the Company and its businesses, financial condition and operations, and, as
      necessary, Seller and its Subsidiaries, and to effect an orderly transition
      and
      integration of the Company into Purchaser’s group of Affiliated entities.
      Purchaser’s right of access and inspection shall be exercised by Purchaser and
      its Advisors in such a manner as not to interfere unreasonably with the
      operations of the Company, Seller and their Affiliates. Seller acknowledges
      and
      agrees that it will not unreasonably deny or condition access to the premises
      of
      the Company by Purchaser or its Advisors prior to and beyond normal business
      hours. Seller shall make available to Purchaser a reasonable amount of office
      space at the Company’s premises to accommodate Purchaser’s Advisors responsible
      for the orderly integration of the Company with Purchaser, including reasonable
      access to ports for telephone, computer and other data transmission. No
      investigation made by Purchaser as contemplated herein shall affect or diminish
      Seller’s representations and warranties contained in this Agreement or
      Purchaser’s rights and remedies for any breach of, or inaccuracy in, those
      representations or warranties. Seller and its employees, agents and
      representatives shall, and shall cause the Company and its employees, agents
      and
      representatives, to cooperate in a commercially reasonable manner with Purchaser
      and its employees, agents and representatives in its conduct of any
      investigation contemplated herein.

     

    (b)
      In
      addition to the covenants set forth in Section 5.1(a),
      between
      the Effective Date and the Closing Date or the earlier termination of this
      Agreement, Seller shall permit Purchaser and its Advisors to meet with the
      Controller or Chief Financial Officer of the Company and all other officers
      of
      the Company responsible for the financial statements and related policies and
      practices, and the internal controls, disclosure controls and procedures of
      the
      Company, to discuss such matters as Purchaser may deem reasonably necessary
      or
      appropriate for Purchaser or any of its Affiliates to satisfy their respective
      obligations under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as
      amended, and all rules and regulations promulgated thereunder.

     

    
      
        
        

      

      
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    (c)
      During
      the period commencing on the Effective Date and ending on the earlier of the
      Closing Date or the earlier termination of this Agreement, within thirty (30)
      days of the end of each calendar month, Seller shall provide to Purchaser a
      copy
      of the Company’s unaudited interim financial statements for such month, prepared
      in accordance with GAAP and in accordance with SAP (provided that such
      statements may be subject to normal year-end adjustments and omit footnotes
      required by GAAP or SAP, as applicable). Further, until the Effective Time
      or
      the termination of this Agreement, Seller shall deliver to Purchaser within
      five
      (5) Business Days after they are filed any subsequent interim or annual
      financial statutory statements that are filed with the OIR. Purchaser will
      hold
      all information contained in such financial statements strictly
      confidential.

     

    5.2
      Conduct of Business.
      During
      the period commencing on the Effective Date and ending on the earlier of the
      Effective Time or the earlier termination of this Agreement, except as otherwise
      consented to or approved by an authorized officer of Purchaser in writing or
      required by this Agreement, Seller shall cause the Company to:

     

    (a)
      use
      commercially reasonable efforts to carry on its business operations in
      substantially the same manner as presently conducted and shall not make any
      change in its policies regarding personnel, operations, finance, or accounting
      (unless the Company is required to adopt such changes under GAAP, SAP or
      applicable Law);

     

    (b)
      use
      commercially reasonable efforts, consistent with past practice, to maintain
      and
      preserve the Company’s Business, including the maintenance and preservation of
      all licenses and permits of the Company and all actions in the Ordinary Course
      of Business to renew and extend existing Governmental Authorizations of the
      Company;

     

    (c)
      maintain
      the Statutory Surplus of the Company at a level equal to or greater than the
      minimum statutory surplus required by Section 641.225 of the Florida Statutes,
      as modified by Orders of the OIR and AHCA, and all other applicable Laws or
      Orders;

     

    (d)
      perform
      all of its material obligations under the Material Agreements;

     

    (e)
      keep in
      full force and effect present insurance policies or other comparable
      self-insurance in coverage amounts consistent with past practice;

     

    (f)
      use
      commercially reasonable efforts to retain the present employees engaged in
      providing services to the Company and maintain the Company’s relationships with
      Governmental Authorities, suppliers, customers, agents, producers, brokers
      and
      others having business relationships with the Company; and

     

    (g)
      promptly
      advise Purchaser in writing of the occurrence of any event or circumstance
      having a Material Adverse Effect on the Company.

     

    5.3
      Negative Covenants of Seller.
      During
      the period commencing on the Effective Date and ending on the earlier of the
      Effective Time or the earlier termination of this Agreement, Seller shall not
      cause or permit the Company to, except as may be required by this Agreement
      or
      applicable Law or as otherwise consented to or approved by an authorized officer
      of Purchaser in writing:

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

       

    

    (a)
      adopt
      any amendments to the Company’s Articles of Incorporation or
      Bylaws;

     

    (b)
      materially amend, terminate, fail to renew, or enter into any Material Agreement
      or any Governmental Authorization;

     

    (c)
      except
      in the Ordinary Course of Business, terminate any employee, officer, consultant,
      or agent, or hire or retain any new employee, officer, consultant or agent,
      or
      defer, modify or increase compensation payable or to become payable or make
      any
      bonus payment to, or otherwise enter into one or more bonus agreements or
      arrangements with, any employee, officer, consultant, or agent, other than
      customary compensation arrangements, increased compensation or bonus payments
      based on merit made in the Ordinary Course of Business;

     

    (d)
      allow
      transactions between the Company and its Affiliates entered into after the
      Effective Date to take place other than on arm’s length terms;

     

    (e)
      incur
      any indebtedness for borrowed money having a principal balance of $50,000 or
      more, or assume, guarantee, endorse or otherwise become responsible for
      obligations of any other Person (including an Affiliate), or make loans or
      advances to any Person (other than advances to employees made in the Ordinary
      Course of Business);

     

    (f)
      declare,
      set aside or pay dividends and other distributions to Seller;

     

    (g)
      fail to
      comply in all material respects with applicable Laws and Orders applicable
      to
      the Company;

     

    (h)
      take or
      fail to take any other action that is reasonably likely to result in the breach,
      default, termination or cancellation of, any Material Agreement;

     

    (i)
      transfer, issue or dispose of any shares of capital stock or other securities
      of
      the Company, or grant options, warrants, calls or other rights to purchase
      or
      otherwise acquire, directly or indirectly, any shares of capital stock or other
      securities of the Company;

     

    (j)
      acquire
      (whether by purchase or lease), sell, assign, lease, or otherwise transfer
      or
      dispose of any of the assets of the Company, except in the Ordinary Course
      of
      Business;

     

    (k)
      suffer
      any Lien or other restriction on the Shares or any of the material assets or
      properties used by the Company in the Business, except for Permitted
      Liens;

     

    (l)
      adopt,
      cease participation in, terminate or amend a Seller Plan, except for the
      amendment to the Seller’s Omnibus Equity Compensation Plan anticipated to be
      voted upon at the Seller’s 2008 Annual Meeting of Shareholders and any
      amendments to a Seller Plan that may be necessitated by section 409A of the
      Internal Revenue Code;

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    (m) other
      than in the Ordinary Course of Business or as set forth on Schedule
      5.3(m),
      cancel
      or compromise any material debt or claim or waive or release any material
      right;

     

    (n)
      acquire
      or agree to acquire, the securities of any other Person other than investment
      securities acquired in the Ordinary Course of Business;

     

    (o)
      make a
      change to any significant business policies relating to marketing, pricing,
      underwriting, billing, collection, enrollment functions, reserves, claims
      administration, claims processing and claims payment, payment of trade debts
      or
      purchasing, except changes in the Ordinary Course of Business, administrative
      changes involving de minimis cost, or changes required by applicable
      Laws;

     

    (p)
      make any
      capital expenditure or financing in excess of $50,000 individually or $150,000
      in the aggregate;

     

    (q)
      effect
      any recapitalization, reclassification or like change in the capitalization
      of
      the Company;

     

    (r)
      compromise or settle any Proceeding other than in a commercially reasonable
      manner the effect of which, alone or together with other compromises or
      settlements, would be materially adverse to any Governmental Authorization
      of
      the Company, any Contract with CMS, or the Business or operations of the Company
      after the Effective Time; or

     

    (s)
      commit
      to do or omit to do any of the foregoing.

     

    5.4
      No-Shop. From
      and
      after the Effective Date until the earlier of the Effective Time or the
      termination of this Agreement in accordance with Section 9,
      neither
      Seller nor Company shall cause its officers, directors, employees,
      representatives, and Subsidiaries (including the officers, directors, employees
      and representatives of such Subsidiaries) to, directly or indirectly, without
      the prior written consent of Purchaser: (i) offer for sale, lease or otherwise
      dispose of the Shares or all or substantially all of the Company’s assets; (ii)
      solicit offers to buy, or initiate or continue contacts with, or negotiate
      with
      or aid in the due diligence of, any other Person seeking to acquire all or
      any
      material portion of the Company; or (iii) enter into any agreement with any
      party (other than Purchaser or an Affiliate thereof), or initiate or continue
      contacts with, or negotiate with or aid in the due diligence of, any other
      Person with respect to the sale or other disposition of any of the Shares or
      all
      or substantially all of the assets of the Company, in each case, whether by
      stock sale, merger, share exchange, consolidation, asset sale, or other
      transaction or series of related transactions.

     

    5.5
      Efforts to Close.
      Except
      as provided in Section 5.7(c)
      and
      subject to the terms and conditions provided herein, the Parties shall use
      their
      reasonable best efforts to take or cause to be taken, all actions and to do,
      or
      cause to be done, all things necessary, proper or advisable to consummate the
      transactions contemplated by this Agreement and the Related Agreements,
      including satisfaction (but not waiver) of all of the conditions precedent
      set
      forth in Sections 7
      and
8
      to
      Seller’s or Purchaser’s obligations under this Agreement to the extent that the
      Party’s action or inaction can control or influence the satisfaction (but not
      waiver) of such conditions.
      Further,
      Seller and Purchaser shall use their respective reasonable best efforts to
      obtain and shall cooperate with each other and their respective Affiliates
      and
      Advisors to obtain all consents, waivers, approvals, authorizations and notices
      to or from Persons, other than Governmental Authorities, which are necessary
      for
      Seller and Purchaser, respectively, to consummate the transactions contemplated
      herein or for Purchaser to obtain the rights and benefits of the Material
      Agreements or other material assets of the Company from and after the Effective
      Time, including those set forth in Schedule
      3.4(b).

     

    
      
        
        

      

      
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    5.6
      Confidentiality.
      The
      Parties shall, and shall cause their respective Affiliates and Advisors to
      comply in all respects with the terms of that certain Confidentiality Agreement,
      dated as of July 26, 2007, by and between the Purchaser and the Seller.


     

    5.7
      Required Governmental Approvals.

     

    (a)
      Except
      as provided in Section 5.7(c),
      each of
      the Parties, as promptly as reasonably practicable after the date of execution
      of this Agreement and to the extent that such Party’s action or inaction is
      required or necessary to procure, or may otherwise control or influence the
      procurement of, such Governmental Authorizations, shall give any notices to,
      make any filings with, and use its reasonable best efforts to obtain any
      Governmental Authorizations that are necessary or required to be given, made
      or
      obtained by Law or in connection with the Sale and the consummation of all
      other
      transactions contemplated by this Agreement and any Related Agreement, including
      those required by the OIR, AHCA, CMS, and any Governmental, Authority of a
      jurisdiction wherein the Company is engaged in Business.

     

    (b)
      The
      Parties shall cooperate with each other and their respective Affiliates and
      Advisors to obtain all Governmental Authorizations necessary or required to
      carry out the transactions contemplated by this Agreement, including all
      Governmental Authorizations required by the OIR, AHCA or CMS, and all other
      Governmental Authorizations that Purchaser reasonably deems necessary or
      appropriate. Each Party will provide and the Seller will cause the Company
      to
      provide such other information and communications to Governmental Authorities
      as
      the other Party or such authorities may reasonably request. The Parties hereto
      will not take any action that will have the effect of delaying, impairing or
      impeding the receipt of any required approvals and shall promptly respond to
      any
      requests for additional information from any Governmental Authority or filings
      in respect thereof.

     

    (c)
      Notwithstanding anything in this Agreement to the contrary, neither Purchaser
      nor any Affiliate of Purchaser shall have any obligation to sell, divest, or
      otherwise dispose of any of its or their assets or businesses, or to otherwise
      take action that would be materially adverse to its or their businesses, assets,
      financial condition or operations, (i) to remove any condition to the
      Purchaser’s receipt of a Governmental Authorization necessary or required for
      the consummation of the transactions contemplated by this Agreement or any
      Related Agreement, or (ii) to avoid the entry of, or to effect the dissolution
      of, any Order in any Proceeding, that would otherwise have the effect of
      preventing or materially delaying the consummation of the transactions
      contemplated by this Agreement or any Related Agreement.

     

    5.8
      Transactions with Affiliates.
      At or
      prior to the Closing, (i) Seller shall cause the Company to terminate all
      Contracts, transactions and other arrangements with Seller and its Affiliates,
      other than the MHP Provider Agreements and any Contract that is otherwise
      identified in Schedule
      5.8,
      at no
      cost or expense to the Company or Purchaser, and (ii) Seller shall use its
      reasonable best efforts to secure the full release of the Company and Purchaser
      from all Liabilities arising under or in connection with any such Contract
      or
      arrangement terminated in accordance with this Section 5.8.
      In
      addition, except as set forth in Schedule
      5.8,
      or for
      those payables and receivables included in the determination of the Closing
      Net
      Equity, all intercompany payables and receivables between the Company and
      Seller, or any Affiliate of Seller, shall be fully collected and discharged
      or
      paid (as applicable) at or prior to the Closing.

     

    
      
        
        

      

      
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    5.9
      Certain
      Notifications Required.
      During
      the period commencing on the Effective Date and ending on the earlier of the
      Closing Date or the earlier termination of this Agreement, Seller shall give
      prompt notice in writing to Purchaser of: (i) any information that to its
      Knowledge indicates that any representation or warranty of Seller contained
      in
      this Agreement was not true and correct in all material respects as of the
      Effective Date or will not be true and correct in all material respects as
      of
      the Closing Date as though made on such date; (ii) the occurrence of any event
      that, to its Knowledge, will result, or is likely to result, in the failure
      of a
      condition in Section 8;
      and
      (iii) any fact, condition or change that Seller reasonably believes,
      individually or in the aggregate, has resulted or is reasonably likely to result
      in a Material Adverse Effect. Except as provided in the next sentence, no notice
      of the type described above by Seller to Purchaser shall be deemed to affect
      or
      diminish Seller’s representations or warranties set forth in this Agreement, to
      amend or supplement Seller’s disclosure schedules to this Agreement, or to
      affect or diminish the remedies and indemnities available to Purchaser or any
      other Purchaser Indemnified Parties in this Agreement. Notwithstanding the
      immediately preceding sentence, if Seller in good faith gives Purchaser specific
      notice (“MAE
      Notice”)
      of
      facts or circumstances that, individually or together with other facts or
      circumstances previously disclosed to Purchaser in a MAE Notice, have the effect
      that: (i) to its Knowledge, Seller cannot certify at Closing that its
      representations and warranties are true and correct as of the Closing Date
      in
      accordance with Section 8.5;
      (ii) it
      reasonably believes that the condition to closing set forth in Section
8.5
      has
      failed, as there has occurred a Material Adverse Effect; and (iii) that
      Purchaser has the right to terminate this Agreement as a consequence thereof
      absent waiver of the condition to Closing by Purchaser, then Purchaser, if
      it
      does not terminate this Agreement within ten (10) Business Days after delivery
      of such MAE Notice or it otherwise elects to close the transactions contemplated
      by this Agreement in spite of such MAE Notice, shall be deemed to have accepted
      such MAE Notice as an amendment and/or supplement to Seller’s disclosure
      schedules and to have waived all rights to seek indemnification and further
      recourse specifically with respect thereto. Each time after a MAE Notice that
      Seller shall make an additional disclosure to Purchaser as required by this
      Section 5.9,
      Purchaser shall be afforded a period of ten (10) Business Days to evaluate
      the
      cumulative effect of such disclosure together with all previous disclosures,
      including the MAE Notice, and may elect to terminate this Agreement and not
      close the transactions provided for herein, failing which, it shall be deemed
      to
      have accepted such disclosure as an amendment and/or supplement to Seller’s
      disclosure schedules and to have waived all rights to seek indemnification
      and
      further recourse specifically with respect thereto.

     

    5.10
      Insurance.
      Seller
      shall use commercially reasonable efforts to procure an
      extension or “tail” to the Company’s existing Errors and Omissions Liability
      Coverage Policy with The Camden Fire Insurance Association (OneBeacon), Policy
      No. MCP-2582-08, which policy (as so extended) shall cover, for a period of
      three (3) years
      after the Closing Date, errors and omissions that occurred prior to the Closing
      Date; it being understood that the costs of such extensions shall be paid by
      Seller. Purchaser shall cooperate with Seller and its Affiliates,
      representatives and attorneys in Seller’s efforts to obtain such
      extension.

     

    
      
        
        

      

      
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      6.
        Post-Closing Covenants.

       

      6.1
        Non-solicitation.
        As an
        inducement to Purchaser to enter into this Agreement and to consummate the
        transactions contemplated hereby, from the Effective Date until the second
        anniversary of the Effective Time, Seller shall not, and shall not cause
        or
        permit any of its Subsidiaries to, hire any individual who is an employee
        of the
        Company without the prior written consent of Purchaser; provided, that the
        foregoing non-solicitation covenant shall not: (i) apply to those individuals
        who have been asked to resign or are terminated in connection with the
        consummation of the transactions provided for herein; (ii) prohibit any Seller
        or any of its Subsidiaries from hiring any such employee whose employment
        has
        been terminated by the Company after the Effective Time; or (iii) prohibit
        the
        hiring of an individual who applies for a job advertised in a publication
        or
        trade or general circular or on an internet website and who was not otherwise
        encouraged or directly enticed by Seller or its respective Affiliates to
        make
        such application.

       

      6.2
        Non-competition;
        Non-solicitation of Members or Providers.

       

      (a)
        As an
        inducement to Purchaser to enter into this Agreement and to consummate the
        transactions contemplated hereby, from the Closing Date until the fifth
        anniversary of the Closing Date, Seller shall not, and shall not cause or
        permit
        any of its Subsidiaries to, anywhere within the State of Florida, directly
        or
        indirectly: (i) own, operate or engage in any business, including any managed
        care business or health insurance business, which provides products or services
        or engages in businesses or operations that are in competition with the
        products, services, Business or operations of the Company, including without
        limitation, in the business or operations of owing, managing or operating
        a
        Medicare Advantage plan or program, a Medicare Advantage Prescription Drug
        plan
        or program, or a risk based business that contracts with CMS, or its successor,
        to provide Medicare Part A and/or Medicare Part B entitlements, whether as
        a
        HMO, POS plan or product, PPO or Provider Sponsored Organization (each a
        “Competitive
        Business Activity”);
        (ii)
        become an agent or consultant of any Competitive Business Activity; or (iii)
        obtain
        or
        hold an interest in any such Competitive Business Activity as a partner,
        joint
        venturer, shareholder, member or investor; provided, however, that the ownership
        of not more than five percent (5%) of the securities of a publicly traded
        entity
        engaged in a Competitive Business Activity shall not itself be deemed to
        be a
        violation of this Section 6.

       

      (b)
        Without
        Purchaser’s prior written consent, Seller shall not, and shall not cause or
        permit any of its Subsidiaries to, for a period of five (5) years from and
        after
        the Closing Date, individually or on behalf of any other Person, directly
        or
        indirectly, solicit, induce, or attempt to persuade any Member, or any provider
        subject to an existing Provider Contract of the Company, to terminate or
        fail to
        renew its enrollment with the Company or any Affiliate of the Company, or
        to
        enroll or contract with a Person other than the Company or an Affiliate of
        the
        Company.

       

      (c)
        The
        foregoing covenants furnished under this Section 6.2
        shall
        not, in any way, restrict or limit Seller or its Affiliates from entering
        into a
        Contract with a payor (e.g. an insurer or HMO or ERISA plan) pursuant to
        which
        Seller or its Affiliates undertakes to provide physician network services
        or
        other physician services to or on behalf of the individuals covered by such
        payor in the State of Florida.

       

      
        
          
          

        

        
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      (d)
        All time
        periods referenced in this Agreement shall be computed by excluding from
        such
        computation any time during which Seller or any of its Affiliates is in
        violation of any provision of this Section 6.2
        and any
        time during which there is pending in any court of competent jurisdiction
        any
        Action (including any appeal from any final judgment) brought by any Person,
        whether or not a Party to this Agreement, in which Action Purchaser seeks
        to
        enforce the agreements and covenants in this Section 6.2
        or in
        which any Person contests the validity of such agreements and covenants or
        their
        enforceability or seeks to avoid their performance or enforcement.

       

      (e)
        Seller
        acknowledges that the type and period of restriction imposed in the provisions
        of this Section 6.2
        are fair
        and reasonable and are reasonably required for the protection of Purchaser.
        If
        any of the covenants in this Section 6.2
        are
        construed to be invalid or unenforceable, that construction shall not affect
        the
        remainder of the covenants contained in this Section 6.2,
        which
        shall be given full effect without regard to the invalid portions. If any
        of the
        covenants contained in this Section 6.2
        are held
        to be unenforceable because of the duration of the covenant or the area covered
        by the covenant, a court of competent jurisdiction shall have the power to
        amend
        the duration or areas covered and, in its amended form, the provisions shall
        then be enforceable.

       

      (f)
        If
        either Seller or any of its Subsidiaries commits a breach, or are about to
        commit a breach, of any of the provisions of this Section 6.2,
        Purchaser shall have the right to have the provisions of this Section
6.2
        specifically enforced by any court having equity jurisdiction, it being
        acknowledged and agreed that any breach or threatened breach of this Section
        6.2
        may
        cause irreparable injury to the non-breaching Party and that money damages
        may
        not provide an adequate remedy to Purchaser.

       

      (g)
        In the
        event that on or prior to the fifth anniversary of the Closing Date, Purchaser
        and/or its Affiliates terminates that Independent Practice Association
        Participation Agreement, dated of even date herewith (the “IPA
        Agreement”),
        for
        any reason other than a reason set forth in Section 6.3 or Section 6.4 of
        the
        IPA Agreement, the provisions of this Section 6.2 shall automatically terminate
        and have no further force and effect.

       

      (h) As
        an
        additional inducement to Purchaser to enter into this Agreement and to
        consummate the transactions contemplated hereby, at or prior to the Closing,
        Seller shall cause the executives of Seller identified on Schedule 6.2(h)
        to
        execute and deliver to Purchaser an Agreement Not to Compete or Solicit in
        the
        form of Exhibit
        D
        attached
        hereto.

       

      6.3
        Employee Matters.

       

      (a) Seller
        will cause the Company to furnish to Purchaser an updated employee list,
        containing all the information as required by Section 3.21(a),
        as of a
        date no more than fifteen Business Days prior to the Closing Date. Purchaser
        shall use commercially reasonable efforts to continue the employment of the
        employees of the Company who can be accommodated and who meet the normal
        employment eligibility requirements that Purchaser enforces with respect
        to its
        employees. Any continuation of employment of the employees of the Company
        shall
        be on such terms and conditions as Purchaser in its sole discretion determines
        to be appropriate, and without guarantee that any such employee shall receive
        an
        offer of employment for the same or similar position that he currently holds,
        or
        for the wages and benefits that he currently receives. It is understood and
        agreed that any continued employment by an employee of the Company is “at will”
and may be terminated by Purchaser at any time for any reason (subject to
        any
        written commitments to the contrary made by Purchaser and applicable Laws).
        Nothing in this Agreement shall be deemed to prevent or restrict in any way
        the
        right of Purchaser or the Company, post-closing, to terminate, reassign,
        promote
        or demote any of the continued employees after the Closing or to change
        adversely or favorably the title, powers, duties, responsibilities, functions,
        locations, salaries, other compensation or terms or conditions of employment
        of
        any such employees. Seller shall amend the Metropolitan Health Networks 401(k)
        Plan, effective prior to the Closing Date, to provide that the Company's
        employees no longer shall be eligible to participate in such retirement plan
        from and after the Effective Time. Prior to the Closing Date, Seller shall
        furnish to Purchaser a copy of such amendment to the Metropolitan Health
        Networks 401(k) Plan, along with appropriate resolutions of Seller and the
        Company authorizing and adopting such amendment. Purchaser agrees that the
        Company employees whose employment continues from and after the Effective
        Time
        shall be eligible to participate in the Humana Retirement and Savings Plan
        from
        and after the Effective Time, subject to the terms and conditions of such
        retirement plan. The Humana Retirement and Savings Plan, however, will not
        accept any direct transfer or direct rollover of account balances from the
        Metropolitan Health Networks 401(k) Plan.

       

      
        
          
          

        

        
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      (b) No
        later
        than ten Business Days prior to the Closing Date, Purchaser shall provide
        to
        Seller and the Company a list of all employees of the Company whose employment
        with the Company, as determined by Purchaser in its sole discretion, shall
        cease
        from and after the Closing (such list to be attached hereto and incorporated
        herein as Schedule
        6.3(b)).
        Effective as of the Closing, any and all future rights, obligations and/or
        Liabilities in connection with the employment of such employees, if any,
        shall
        be transferred to Seller from the Company, and Seller shall accept such transfer
        and assume from the Company full and complete responsibility for all such
        future
        rights, obligations or Liabilities held by or owed to such employees from
        the
        Company, including continued employment obligations, any payment obligations
        associated with employment, any severance or change of control payments or
        bonuses, or similar compensatory arrangements or termination payment
        obligations, which are payable to such employees. Except as provided in this
        Section 6.3(b)
        below or
        in Section 6.3(c)
        below,
        Seller shall have no responsibility for any rights or Liabilities held by
        or
        owed to any employees of the Company that are not listed on Schedule
        6.3(b).
        With
        respect to any “M&A qualified beneficiary” of Seller or the Company within
        the meaning of Treas. Reg. § 4980B-9 Q&A 4, continuation coverage under
        COBRA shall be furnished under the Seller's group health plan. In the event
        of
        any corporate reorganization or sale of assets or stock of Seller prior to
        Seller’s fulfillment of its COBRA obligations to any M&A qualified
        beneficiaries hereunder, Seller shall require, as a condition of any such
        transaction, that the transferee(s) of any stock or assets assume and fulfill
        the remaining COBRA obligations to M&A qualified beneficiaries.

       

      (c) For
        those
        employees of the Company under a written employment Contract with the Company,
        who the Purchaser desires to continue their employment with the Company after
        the Closing but requires that their written Contract be terminated at or
        prior
        to the Effective Time, all of whom are identified on Schedule 6.3(c)
        attached
        hereto,
        Seller
        shall assume from the Company full and complete responsibility for all
        additional obligations or Liabilities (i) which Seller or the Company agrees
        to
        pay to induce such employees to terminate their employment Contracts with
        the
        Company and become at-will employees of the Company at or prior to the Effective
        Time or (ii) which are contractual commitments made to such employees of
        the
        Company that survive the termination of their Contracts and are not waived
        by
        such employees or cannot be waived by such employees under applicable Law.
        If,
        following the Closing, Purchaser or the Company terminates any employees
        listed
        on Schedule
        6.3(c)
        hereto,
        Purchaser shall have full and complete responsibility for all rights or
        Liabilities held by or owed to such employees from the Company under the
        terms
        and conditions for continuation of their employment put into effect by Purchaser
        following the Closing, including, as applicable, continued employment
        obligations, any payment obligations associated with their post-Closing
        employment, any severance or change of control payments or bonuses, or similar
        compensatory arrangements or termination payment obligations, which are payable
        to such employees under Purchaser’s policies, terms and conditions of
        employment.

       

      
        
          
          

        

        
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      6.4
        Use of Name and Trademarks. 

       

      (a)
        No more
        than thirty (30) days following the Effective Time, if permitted by the OIR
        (or
        as soon thereafter as the OIR permits), Purchaser shall take all action
        necessary to change the legal name of the Company such that it does not contain
        the words “Metcare” or abbreviations or variations thereof, and, except as
        provided below, to cease using the name “Metcare” or any other names or symbols
        or abbreviations thereof or service marks, symbols or logos related thereto,
        or
        any promotional material, stationery, supplies or other items of inventory
        bearing either such names, symbols or abbreviations or variations thereof;
        provided, that the Company may maintain a fictitious name filing with the
        Florida Secretary of State for the use of the name “Metcare” for the uses
        specifically authorized by Seller below.
        Prior to
        the Closing, Seller shall take all action as may be required to insure that
        the
        Company will have, from and after the Effective Time, the full, absolute
        and
        unrestricted right and authority to use the “AdvantageCare” name.

       

      (b)
        The
        Company shall be permitted to use in its Ordinary Course of Business, consistent
        with past practice, the Company’s signs and brochures, stationery, letterhead,
        business cards and other comparable supplies in existence as of the Closing
        Date, even if they include the names, symbols, logos and marks otherwise
        prohibited by Section 6.4(a),
        up to
        and including December
        31, 2009.
        Purchaser and the Company may use any preexisting summary of benefit documents,
        plan descriptions or similar forms or documents, even if they include the
        names,
        symbols, logos and marks otherwise prohibited by Section 6.4(a),
        up to
        and including December
        31, 2009,
        or such
        longer period reasonably acceptable to Seller.

       

      (c)
        Through
        December 31, 2009, the Company shall be permitted to communicate or correspond
        with existing or potential customers or insureds, beneficiaries or network
        providers using the names and other symbols, logos and marks otherwise
        prohibited by Section 6.4(a),
        provided that (i) Purchaser uses reasonable commercial efforts to inform
        such
        parties that the Company is now Affiliated with Purchaser and not with Seller,
        and (ii) Purchaser shall not use the names, symbols, logos and marks prohibited
        by Section 6.4(a)
        in any
        general or targeted advertising or solicitation without the prior written
        consent of Seller, which consent is not to be unreasonably withheld, conditioned
        or delayed by Seller.

       

      (d)
        The
        Company shall have the right to provide membership cards and enrollment kits
        to
        any Persons who enroll or re-enroll during calendar year 2009, and such
        customers or insureds of the Company shall be permitted to use such cards
        until
        replacement cards are issued by the Company on the next subsequent renewal
        date.

       

      
        
          
          

        

        
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      (e)
        Promptly
        following the Closing Date, Purchaser and Seller shall cooperate in preparing
        a
        written communication to be mailed to all customers or insureds, vendors
        and
        others with whom the Company does business advising of the
        transaction.

       

      (f)
        Seller
        and Purchaser acknowledge that the computer operating systems used by Purchaser
        and the Company may be either incompatible or incapable of being integrated
        in a
        manner to allow for the orderly transition and transfer of membership and
        provider information and data from the Company’s current operating system to the
        Purchaser’s operating system to be utilized by the Company after the Closing.
        Seller and Purchaser further agree that the inability to reconcile the two
        operating systems would impose an unreasonable burden on Purchaser if Purchaser
        was required to cease utilizing the Metcare name
        in
        connection with any explanation of benefits reports or other routine
        communications with customers or insureds of the Company who are enrolled
        for
        the calendar year 2009 (and any prior calendar year) (the “Routine
        Communications”).
        Each
        of the Parties agree to use commercially reasonable efforts, during the period
        from the date of this Agreement through the Closing Date, to reconcile the
        differences in the operating systems to allow for Routine Communications
        to be
        made to the customers and insureds in a manner consistent with Section
6.4(a)
        through
6.4(e)
        above.
        As of the Closing Date, if Purchaser determines in its reasonable discretion
        that the systems cannot be reconciled successfully without unreasonable
        allocation of resources, cost or expense to Purchaser, Purchaser may use
        the
        Metcare name
        for
        Routine Communications through December 31, 2010.

       

      6.5
        Tax Matters.

       

      (a)
        Seller
        shall prepare and file or otherwise furnish in proper form to the appropriate
        Governmental Authority, or cause to be prepared and filed or so furnished
        in a
        timely manner (taking into account timely and valid extensions), all Tax
        Returns
        relating to Company which are required to be filed on or prior to the Effective
        Time and all Tax Returns with respect to the Company which are required to
        be
        filed on a combined, consolidated, unitary or similar group basis for any
        tax
        period of the Company that ends on or before the Effective Time. Purchaser
        shall
        prepare and file or otherwise furnish in proper form to the appropriate
        Governmental Authority, or cause to be prepared and filed or so furnished
        in a
        timely manner (taking into account timely and valid extensions), all other
        Tax
        Returns relating to Company which are required to be filed after the Closing
        Date.  With
        regards to any Income Tax Returns relating to Pre-Closing Tax Periods that
        are
        due following the Closing, which are not required to be filed on a combined,
        consolidate, unitary or similar group basis, Purchaser shall have control
        of the
        content, manner and timing of the preparation and filing of such Income Tax
        Returns with the appropriate Governmental Authority. Any disputes relating
        to
        the Taxes due and owing for any Pre-Closing Tax Period, including any Straddle
        Period Taxes, shall be reconciled by the parties in the determination of
        the
        Closing Net Equity and the Net Equity Adjustment Amount. 

       

      (b)
        Seller
        shall not amend any combined, consolidated, unitary or similar group Tax
        Return
        for any Pre-Closing Tax Period in a manner that negatively impacts the Company
        for any Post-Closing Tax Period, without the prior consent of
        Purchaser.

       

      
        
          
          

        

        
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      (c)
        If,
        subsequent to the Closing, Purchaser or Company receives notice of any audit,
        examination or other proceeding relating to any Tax Return filed by Company
        (a
“Tax
        Audit”)
        with
        respect to any Tax Return for a any Pre-Closing Tax Period,
        then
        within ten (10) Business Days after receipt of such notice, Purchaser shall
        notify Seller of such notice.

       

      (1)
        Seller
        shall have the right to control the conduct and resolution of such Tax Audit
        (other than a Tax Audit of a Tax Return for a Straddle Period), provided,
        however, that if any of the issues raised in such Tax Audit could have an
        impact
        on Taxes of Company for a Post-Closing Tax Period, or any tax accounting
        method
        or position taken on a Tax Return in any Post-Closing Tax Period, then Seller
        shall afford Purchaser the opportunity to control jointly the conduct and
        resolution of the portion of such Tax Audit which could have an impact on
        Taxes
        of Company in any Post-Closing Tax Period. If Seller shall have the right
        to
        control the conduct and resolution of a Tax Audit but elects not to do so,
        then
        Purchaser shall have the right to control the conduct and resolution of such
        Tax
        Audit. Each party shall bear its own costs for participating in such Tax
        Audit.

       

      (2)
        Purchaser shall control the conduct and resolution of any Tax Audit of Straddle
        Period Taxes, and the resolution of such Tax Audit shall be at Purchaser’s sole
        risk or for Purchaser’s sole benefit. The costs of such Tax Audit shall be borne
        exclusively by Purchaser.

       

      (d)
        Following the Closing Date, Seller, on the one hand, and Purchaser and Company,
        on the other hand, shall (and shall cause their respective Affiliates
        to):

       

      (1)
        cooperate fully in responding to any inquiries from or preparing for any
        audits
        of, or disputes with taxing authorities regarding, any Taxes or Tax Returns
        of
        Company;

       

      (2)
        make
        available to the other Party or parties, as the case may be, as reasonably
        requested, all information in its possession relating to the Company and
        its
        Subsidiaries which may be relevant to any Tax Return, Tax claim or assessment
        or
        to any taxing authority as reasonably requested by Seller or Company;
        and

       

      (3)
        timely
        sign and deliver such certificates or forms as may be necessary or appropriate
        to establish an exemption from (or otherwise reduce), or file Tax Returns
        or
        other reports with respect to, Taxes.

       

      (e)
        Unless
        otherwise required by a final determination of a Governmental Authority,
        the
        Parties shall treat all payments made pursuant to this Agreement after the
        Closing as adjustments to the Purchase Price, except to the extent any such
        payment is classified as interest under applicable Tax law. 

       

      6.6
        IT Transition Costs.
        During
        the period commencing at the Effective Time and expiring on the first day
        of the
        month (the “Transition
        Date”)
        following the date that Purchaser provides Seller with written notice that
        it
        has ceased using the information technology systems provided to the Company
        by
        HF Administrative Services, Inc. (“HealthFirst”)
        for
        the processing of new claims and the processing of new members, Purchaser
        shall
        be responsible for the timely payment of all fees and expenses due HealthFirst
        under the Administrative Services Agreement between HealthFirst and the Company
        (the “HealthFirst
        Agreement”).
        Commencing on the Transition Date until the termination of such HealthFirst
        Agreement in accordance with its terms, Seller shall be responsible for the
        timely payment of the minimum monthly fees and expenses due HealthFirst under
        the HealthFirst Agreement and Purchaser shall be responsible for all incremental
        fees and expenses due HealthFirst under the HealthFirst Agreement.

       

      
        
          
          

        

        
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      7.
        Conditions Precedent to Obligations of Seller. Seller’s
        obligation to consummate the Sale and the other transactions contemplated
        by
        this Agreement shall be subject to the satisfaction of each of the following
        conditions on or prior to the Closing Date unless specifically waived in
        writing
        by Seller in whole or in part at or prior to the Closing:

       

      7.1
        Unfavorable Action or Proceeding.
        On the
        Closing Date, no Orders of any Governmental Authority shall be in effect
        that
        (i) prevent the consummation of the Sale, or (ii) makes the consummation
        of the
        Sale illegal.

       

      7.2
        Performance of Covenants.
        Purchaser shall have in all material respects performed or complied with
        each
        and all of the obligations, covenants, agreements and conditions required
        to be
        performed or complied with by it on or prior to the Closing Date, including
        but
        not limited to Section 2.11
        (except
        to the extent limited or qualified by materiality or Material Adverse Effect,
        in
        which event such applicable obligations, covenants, agreements and conditions
        shall have been performed or complied with in all respects in accordance
        with
        the terms of the applicable obligations, covenants, agreements and
        conditions).

       

      7.3
        Governmental Authorizations.
        Seller
        and Purchaser shall have obtained all material Governmental Authorizations
        from
        Governmental Authorities that are necessary or required for completion of
        the
        transactions contemplated by this Agreement and any Related
        Agreement.

       

      7.4
        Seller Third Party Consents.
        Seller
        and Purchaser shall have obtained any and all consents, waivers, approvals,
        authorizations and notices from Persons, other than Governmental Authorities,
        which are necessary for Seller and Purchaser to consummate the transactions
        contemplated herein, including those listed in Schedule
        3.4(b),
        but
        excepting any such consents, waivers, approvals, authorizations and notices
        if
        the failure to obtain the same, individually or in the aggregate, would not
        materially negatively impact Purchaser’s or Seller’s ability to consummate this
        Agreement and the transactions contemplated hereby (“Seller
        Third Party Consents”).

       

      7.5
        Purchase Price.
        Seller
        shall have received the Preliminary Purchase Price in accordance with Section
        2.2.

       

      7.6
        Warranties True and Correct.
        The
        representations and warranties of Purchaser set forth in this Agreement shall
        be
        true and correct in all material respects as of the date of this Agreement
        and
        shall be true and correct in all material respects at and as of the Closing
        Date
        as though made on and as of the Closing Date, except for (i) those
        representations and warranties which refer to facts existing at a specific
        date
        which shall be true and correct in all material respects as of such date,
        and
        (ii) those representations and warranties that are modified or limited in
        any
        respect by a standard of materiality shall be true and correct in all respects
        as of the date hereof and the Closing Date as though made on such
        date.
        

       

      
        
          
          

        

        
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      7.7
        MHP Provider Agreement.
        At or
        before the Closing, the MHP Provider Agreements shall have been executed
        and
        delivered by MetCare of Florida, Inc., the Company and all of their respective
        Affiliates and other Persons who are referenced as a party to such MHP Provider
        Agreements.

       

      7.8
        Bring Down.
        Purchaser shall have delivered to Seller a certificate, dated as of the Closing
        Date, duly executed by its Chief Executive Officer, certifying compliance
        with
        the conditions specified above in Sections 7.2
        and
7.6
        (the
“Purchaser
        Officer’s Certificate”).

       

      8.
        Conditions Precedent to Obligations of Purchaser. Purchaser’s
        obligation to consummate the Sale and the transactions contemplated by this
        Agreement shall be subject to the satisfaction of each of the following
        conditions on or prior to the Closing Date unless specifically waived in
        writing
        by Purchaser in whole or in part at or prior to the Closing.

       

      8.1
        Unfavorable Action or Proceeding.
        On the
        Closing Date, no Orders of any Governmental Authority shall be in effect
        that:
        (i) prevent the consummation of the Sale; (ii) makes the consummation of
        the
        Sale illegal; or (iii) require as a condition to the receipt of the consent,
        authorization or approval by such Governmental Authority, that Purchaser
        or any
        of its Affiliates must sell, divest or materially modify any existing line
        of
        business or any material portion thereof.

       

      8.2
        Performance of Covenants.
        Seller
        shall have in all material respects performed or complied with each and all
        of
        the obligations, covenants, agreements and conditions required to be performed
        or complied with by Seller on or prior to the Closing Date , including but
        not
        limited to Section 2.10,
        (except
        to the extent limited or qualified by materiality or Material Adverse Effect,
        in
        which event such applicable obligations, covenants, agreements and conditions
        shall have been performed or complied with in all respects in accordance
        with
        the terms of the applicable obligations, covenants, agreements and
        conditions).

       

      8.3
        Governmental Authorizations.
        Seller
        and Purchaser shall have obtained all Governmental Authorizations from
        Governmental Authorities that are necessary or required for completion of
        the
        transactions contemplated by this Agreement and any Related
        Agreement.

       

      8.4
        Purchaser
        Third Party Consents.
        Purchaser and Seller shall have obtained any and all consents, waivers,
        approvals, authorizations and notices from Persons, other than Governmental
        Authorities, which are listed on Schedule
        8.4,
        and
        shall have obtained any and all such other consents, waivers, approvals,
        authorizations and notices from Persons, other than Governmental Authorities,
        which are necessary for Purchaser and Seller to consummate the transactions
        contemplated herein but excepting such consents, waivers, approvals,
        authorizations and notices if the failure to obtain the same, individually
        or in
        the aggregate, would not have a Material Adverse Effect on the Company or
        otherwise materially negatively impact Purchaser’s or Seller’s ability to
        consummate this Agreement and the transactions contemplated hereby
        (“Purchaser Third
        Party Consents”).

       

      
        
          
          

        

        
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      8.5
        Representations and Warranties True and Correct.
        The
        representations and warranties of Seller set forth in this Agreement shall
        be
        true and correct in all material respects as of the date of this Agreement
        and
        shall be true and correct in all material respects as of the Closing Date,
        as
        though made on such date, except for (i) those representations and warranties
        which refer to facts existing at a specific date, which shall be true and
        correct as of such date and (ii) those representations and warranties that
        are
        modified or limited in any respect by a standard of materiality shall be
        true
        and correct in all respects as of the date hereof and the Closing Date as
        though
        made on such date; provided, that this condition to Closing shall be deemed
        satisfied, without prejudice to the right of Purchaser, or any Purchaser
        Indemnified Parties, to seek indemnification for any such breach, if Seller
        has
        breached a representation or warranty, which individually or together with
        all
        other facts, events or circumstances inconsistent with any representation
        or
        warranty contained in this Agreement, has not had, or would not reasonably
        be
        expected to result in, a Material Adverse Effect, or violate any
        Law.

       

      8.6
        Bring Down.
        The
        Chief Executive Officer of Seller shall have delivered to Purchaser a
        certificate, dated as of the Closing Date, to the effect that each of the
        conditions specified above in Sections 8.2
        and
8.5
        has been
        satisfied (the “Seller
        Officer’s Certificate”). 

       

      8.7
        MHP Provider Agreement.
        At or
        before the Closing, the MHP Provider Agreements shall have been executed
        and
        delivered by MetCare of Florida, Inc., the Company and all of their respective
        Affiliates and other Persons who are referenced as a party to such MHP Provider
        Agreements.

       

      8.8
        Material Adverse Effect.
        There
        shall not have occurred a Material Adverse Effect which has not been waived,
        or
        deemed to have been waived, by Purchaser in accordance with the terms of
        Section
5.9.

       

      9.
        Termination.

       

      9.1
        Termination.
        This
        Agreement may be terminated at any time prior to Closing:

       

      (a)
        by the
        mutual written consent of Seller and Purchaser;

       

      (b)
        by
        Purchaser, pursuant to Section 5.9;
        or by
        Purchaser if any of the conditions in Section 8
        have not
        been satisfied as of October 31, 2008 (the “Termination
        Date”)
        or if
        satisfaction of any condition in Section 8
        is or
        becomes impossible and Purchaser has not waived such condition in writing
        on or
        before the Termination Date (provided that the failure to satisfy the applicable
        condition or conditions has occurred by reason other than through the failure
        of
        Purchaser to comply with its obligations under this Agreement); or

       

      (c)
        by
        Seller, if any of the conditions in Section 7
        have not
        been satisfied as of the Termination Date or if satisfaction of any such
        condition in Section 7
        is or
        becomes impossible and Seller has not waived such condition in writing on
        or
        before the Termination Date (provided that the failure to satisfy the applicable
        condition or conditions has occurred by reason other than through the failure
        of
        Seller to comply with its obligations under this Agreement).

       

      
        
          
          

        

        
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      9.2
        Termination Consequences.
        If this
        Agreement is terminated pursuant to Section 9.1:
        (i) all
        further obligations of the Parties under this Agreement shall terminate,
        except
        that Sections 5.6,
        11.3,
        11.8
        and
11.11,
        and
        this Section 9.2,
        shall
        survive; (ii) each Party shall pay the costs and expenses incurred by it
        in
        connection with this Agreement; and (iii) nothing shall prevent any Party
        hereto
        from pursuing any of its legal rights or remedies that may be available to
        such
        Party by Law or in equity against any other Party to this Agreement (including
        the rights of any non-breaching Party to this Agreement to pursue its legal
        rights or remedies against any breaching Party pursuant to this Agreement
        or
        otherwise).

       

      10.
        Survival and Indemnification.

       

      10.1
        Survival; Claims for Indemnification.

       

      (a)
        Except
        as expressly set forth in this Agreement to the contrary, all representations
        and warranties of Purchaser and Seller, respectively, contained in this
        Agreement or in any Related Agreement, and as restated in any certificates
        delivered at the Closing in connection with this Agreement, shall be deemed
        to
        be material and to have been relied upon by Purchaser (with respect to the
        representations and warranties of Seller), and Seller (with respect to the
        representations and warranties of Purchaser), respectively, and shall survive
        the Closing, and any claims under Section 10.2
        below
        shall survive the Closing, and continue to be fully effective and enforceable
        following the Effective Time, for twenty four (24) months, and shall thereafter
        be of no further force and effect; provided: (i) that the representations
        and
        warranties set forth in Sections 3.1,
        3.2,
        3.4(a)(i),
        3.5,
        3.11,
        4.1,
        4.2,
        and
4.4(i),
        and
        the time period for making any claim under Section 10.2
        in
        respect thereof (collectively, the “Transactional
        Representations and Warranties”),
        shall
        survive the Closing and shall not expire; (ii) that the representations and
        warranties set forth in Sections 3.14
        and
3.23,
        and the
        time period for making any claim under Section 10.2
        in
        respect thereof, shall survive the Closing and shall not expire until the
        60th
        day following the date that the applicable statutes of limitations period
        with
        respect to the matters covered by such representations and warranties shall
        have
        expired; (iii) there shall be no time limitation for bringing any claim under
        subclauses (iv), (vi) or (vii) of Section 10.2(a);
        and
        (iv) there shall be no time limit for the bringing of any claim or Action
        to
        recover any Loss that resulted from any fraudulent acts; provided, further,
        that
        if there is an outstanding notice of a claim at the end of any such period
        of
        survival of the representations and warranties, or indemnities, set forth
        above,
        and such notice was given in compliance with the terms of Section 10.3,
        such
        applicable period shall not end in respect of such claim until such claim
        is
        finally resolved. Except as expressly set forth in this Agreement, all covenants
        made by the Parties herein shall continue to be enforceable following the
        Closing Date in accordance with their terms.

       

      (b)
        Except
        as set forth in Section 5.9,
        each
        Party to this Agreement shall have the right to make a claim for indemnification
        under this Section 10
        irrespective of any such Party’s obligation to close the transactions provided
        for herein or any investigation conducted with respect to, or any Knowledge
        acquired at any time with respect to, the accuracy or inaccuracy of or
        compliance with, any such representation, warranty, covenant or obligation.
        Except as set forth in Section 5.9,
        the
        waiver of any condition to Closing based on the accuracy of any representation
        or warranty or on the performance of or compliance with any covenant or
        obligation, shall not affect the right to indemnification or other remedy
        based
        on any misrepresentation, breach or nonperformance of any such representation,
        warranty, covenant, and obligation.

       

      
        
          
          

        

        
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      10.2
        Indemnification.

       

      (a) Subject
        to the limitations set forth in this Section 10,
        Seller
        shall indemnify, defend and hold harmless Purchaser and Purchaser’s directors,
        officers, employees, agents, Affiliates and assigns (collectively, the
“Purchaser
        Indemnified Parties”)
        from,
        against and in respect of any claim, demand, judgment, loss, liability,
        Proceeding, assessment, penalty, fee, fine, cost, damage or expense (including
        reasonable fees, disbursements and expenses of attorneys, accountants and
        other
        professional advisors) (collectively, “Losses”
and
        individually a “Loss”)
        which
        any of the Purchaser Indemnified Parties shall suffer, sustain or become
        subject
        to by virtue of or which arise out of or result from: (i) any breach of,
        or
        inaccuracy in, the representations and warranties of the Seller set forth
        in
        this Agreement, in each circumstance without regard to any materiality or
        Material Adverse Effect qualifications contained therein for purposes of
        determining the amount of any Losses (but not for purposes of determining
        any
        breach or misrepresentation thereof); (ii) any breach by the Seller of its
        or
        their covenants contained in this Agreement or any Related Agreement which
        are
        to be performed prior to the Effective Time; (iii) any breach by the Seller
        of
        its covenants contained in this Agreement or any Related Agreement which
        are to
        be performed after the Effective Time; (iv) except to the extent accrued
        on the
        books and records of the Company as of the Effective Time or in connection
        with
        the computation of the Net Equity Adjustment Amount, any Pre-Closing Taxes;
        (v)
        the failure of the Company to timely file a Corrective Action Plan pursuant
        to
        Rule 69)-191.076; (vi) any Action or Proceeding disclosed, or which should
        have
        been disclosed, in Schedule
        3.12
        (collectively, the “Specified
        Proceedings”);
        or
        (vii) failure of the incorporator of the Company, Seller or the Company,
        or
        Persons acting in capacities as officers or directors of the Company prior
        to
        the date hereof, to undertake or act in accordance with appropriate legal
        and
        corporate formalities associated with (v) the due organization of the Company,
        (w) appointment of the Company’s board of directors, (x) appointment of
        officers, (y) valid issuance of shares under proper authority of a duly
        appointed board, and (z) other similar transactions or actions taken for
        and on
        behalf of the Company where a claim is made that the Company, prior to the
        Effective Time, did not have the requisite power and authority to enter into
        such transactions or to take such actions.
        Notwithstanding the foregoing, the Purchaser Indemnified Parties shall not
        be
        entitled to indemnification under this Section 10.2(a) to the extent of the
        amount of any Losses for which, in accordance with Section 2.5, the Parties
        have
        taken such amount of such Losses into consideration in the determination
        of the
        Closing Net Equity and the Net Equity Adjustment Amount. Any Loses payable
        in
        accordance with this Section 10.2(a)
        shall
        bear interest from the date such Loss is incurred until satisfaction, but
        excluding the date of payment, at the Applicable Rate. Such interest shall
        be
        payable at the same time as the payment to which it relates and shall be
        calculated daily on the basis of a year of three hundred sixty five (365)
        days
        and the actual number of days elapsed

       

      (b) Subject
        to the limitations set forth in Section 10
        of this
        Agreement, subsequent to the Effective Time, Purchaser shall indemnify, defend
        and hold harmless Seller and its directors, officers, employees, agents,
        Affiliates and assigns (the “Seller
        Indemnified Parties”)
        from,
        against and in respect of, any Losses which any such Seller Indemnified Party
        shall suffer, sustain or become subject to by virtue of or which arise out
        of or
        result from: (i) any breach of Purchaser’s covenants, representations or
        warranties herein which are to be performed after the Closing Date, in each
        case
        without regard to any materiality or Material Adverse Effect qualifications
        contained therein for purposes of determining the amount of any Losses (but
        not
        for purposes of determining any breach or misrepresentation thereof); (ii)
        any
        breach by Purchaser of its covenants contained in this Agreement or any Related
        Agreement which are to be performed prior to the Effective Time; and (iii)
        any
        breach by Purchaser of its covenants contained in this Agreement or any Related
        Agreement which are to be performed after the Effective Time.
        Any
        Loses payable in accordance with this Section 10.2(b)
        shall
        bear interest from the date such Loss is incurred until satisfaction, but
        excluding the date of payment, at the Applicable Rate. Such interest shall
        be
        payable at the same time as the payment to which it relates and shall be
        calculated daily on the basis of a year of three hundred sixty five (365)
        days
        and the actual number of days elapsed.

       

      
        
          
          

        

        
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      (c)
        Notwithstanding anything contained in this Agreement to the contrary, the
        Purchaser Indemnified Parties shall have no right to indemnification for
        any
        Losses pursuant to Section 10.2(a)
        unless
        and until the aggregate amount of all such Losses incurred by the Purchaser
        Indemnified Parties, exceeds One Hundred Forty Thousand dollars ($140,000.00)
        (the “Basket
        Amount”),
        and
        then only to the extent of such excess; provided, the foregoing limitation
        shall
        not apply with respect to Losses arising from, in connection with, or relating
        to: (i) a breach by the Seller of any representation or warranty contained
        in
        Sections 3.1
        (Authorization), 3.2
        (Binding
        Agreement), 3.4(a)(i)
        (No
        Violations), 3.5
        (Capitalization), 3.11
        (Title),
3.14
        (Taxes),
3.23
        (Employee Benefit Plans; ERISA) and 3.32
        (Broker’s Fees); (ii) the Seller’s breach of any covenant in this Agreement or
        any other Related Agreement; and (iii) the indemnity for Taxes and Specified
        Proceedings in accordance with the terms of subclauses (iv), (v), (vi), and
        (vii), respectively, of Section 10.2(a).
        Similarly, notwithstanding anything contained in this Agreement to the contrary,
        the Seller Indemnified Parties shall have no right to indemnification for
        any
        Losses pursuant to Section 10.2(b)
        unless
        and until the aggregate amount of all such Losses incurred by the Seller
        Indemnified Parties exceeds the Basket Amount, and then only to the extent
        of
        such excess; provided, the foregoing limitation shall not apply with respect
        to
        Losses arising from, in connection with, or relating to: (i) a breach by
        the
        Purchaser of any representation or warranty contained in Sections 4.1
        (Authorization), 4.2 (Binding Agreement), 4.4(i) (No Violation) and 4.7
        (Brokers’ Fees); and (ii) the Purchaser’s breach of any covenant in this
        Agreement or any other Related Agreement; and, provided further, that the
        foregoing limitation shall not apply to the covenant of Purchaser to pay
        the
        Purchase Price.

       

      (d)
        Notwithstanding any other provision of this Agreement to the contrary, the
        Purchaser Indemnified Parties’ right to indemnification for any Losses pursuant
        to Section 10.2(a),
        shall
        not exceed Four Million Two Hundred Thousand dollars ($4,200,000.00) (the
        “Cap”);
        provided, however, the Cap shall not apply with respect to Losses arising
        from,
        in connection with, or relating to any of the following matters: (i) a breach
        by
        the Seller or of any representation or warranty contained in Sections
3.1
        (Authorization), 3.2
        (Binding
        Agreement), 3.4(a)(i)
        (No
        Violations), 3.5
        (Capitalization), 3.11
        (Title)
        ), 3.14
        (Taxes)
        ), 3.23
        (Employee Benefit Plans; ERISA) and 3.32
        (Broker’s Fees); (ii) a Seller’s breach of any covenant in this Agreement or any
        other Related Agreement; and (iii) the indemnity for Taxes and Specified
        Proceedings in accordance with the terms of subclauses (iv), (v), (vi), and
        (vii), respectively, of Section 10.2(a).
        Similarly, notwithstanding any other provision of this Agreement to the
        contrary, the Seller Indemnified Parties’ right to indemnification for any
        Losses pursuant to Section 10.2(b),
        shall
        not exceed the Cap;
        provided, however, the Cap shall not apply with respect to Losses arising
        from,
        in connection with, or relating to any of the following matters: (i) a breach
        by
        the Purchaser of any representation or warranty contained in Sections 4.1
        (Authorization), 4.2 (Binding Agreement), 4.4(i) (No Violation) and 4.7
        (Brokers’ Fees); and (ii) the Purchaser’s breach of any covenant in this
        Agreement or any other Related; provided, the foregoing limitation shall
        not
        apply to the covenant of Purchaser to pay the Purchase Price.

       

      
        
          
          

        

        
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      10.3
        Claims.

       

      (a)
        Promptly
        after the assertion by any third Person of any claim (a “Third
        Party Claim”)
        against any Person entitled to indemnification under this Section 10
        (the
“Indemnitee”)
        that
        results or may result in the incurrence by such Indemnitee of any Loss for
        which
        such Indemnitee would be entitled to indemnification pursuant to this Agreement,
        such Indemnitee shall promptly notify the parties from whom such indemnification
        could be sought (the “Indemnitors”)
        of
        such Third Party Claim, in addition to the Escrow Agent; provided, and
        notwithstanding anything to the contrary set forth herein, the failure to
        give
        timely notice in accordance herewith shall not affect or limit the Indemnitor’s
        obligations under Section 10.2
        unless
        and only to the extent such failure materially prejudiced the Indemnitor’s
        rights or interests. Any Indemnitee shall have the right to employ separate
        counsel in any such Third Party Claim and to participate in the defense thereof,
        but the fees and expenses of such counsel shall not be an expense of the
        Indemnitor unless: (i) the Indemnitor shall have failed, within a reasonable
        time after having been notified by the Indemnitee of the existence of such
        Third
        Party Claim as provided in the preceding sentence, to assume the defense
        of such
        Third Party Claim; (ii) the employment of such counsel has been specifically
        authorized by the Indemnitor in the case of all Third Party Claims with respect
        to which a Purchaser Indemnified Party seeks indemnification under subsection
        10.2(a)
        above;
        or (iii) there is reasonably likely to exist a conflict of interest that
        would
        make it inappropriate (in the judgment of the Indemnitee in its reasonable
        discretion) for the same counsel to represent both the Indemnitee and
        Indemnitor. If the Indemnitor assumes the defense of a Third Party Claim,
        it
        will conduct the defense actively and diligently. The Indemnitor shall not,
        without the Indemnitee’s prior written consent (not to be unreasonably
        withheld), settle or compromise any Third Party Claim or consent to the entry
        of
        any judgment with respect to any Third Party Claim, unless the settlement
        or
        compromise requires solely the payment of monetary damages and the claimant
        or
        plaintiff unconditionally releases the Indemnitee from all Liability with
        respect to the Third Party Claim.

       

      (b)
        In the
        event that the Indemnitor, within ten (10) days after notice from the Indemnitee
        of any such Third Party Claim, does not assume the defense thereof, the
        Indemnitee shall have the right to undertake the defense, compromise or
        settlement of such action, claim or proceeding for the account of the
        Indemnitor, subject to the right of the Indemnitor to assume thereafter the
        defense of such action, claim or proceeding at any time prior to the settlement,
        compromise or final determination thereof.

       

      (c)
        If an
        Indemnitee determines in good faith that there is a reasonable probability
        that
        any such Third Party Claim may adversely and materially affect it or its
        Affiliates other than as a result of monetary damages for which it or its
        Affiliates would be entitled to indemnification under this Agreement, such
        Indemnitee may, at its sole cost and expense, by notice to the Indemnitor,
        assume the exclusive right to defend, compromise or settle such Third Party
        Claim, but as to Indemnitor’s obligation to the Indemnitee pursuant to this
        Section 10
        the
        Indemnitor will not be bound by any determination of such Third Party Claim
        so
        defended or any compromise or settlement effected without its consent (which
        may
        not be unreasonably withheld or delayed).

       

      
        
          
          

        

        
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      (d)
        An
        Indemnitor assuming the defense of any Third Party Claim shall keep the
        Indemnitee reasonably informed at all times of the progress and development
        of
        Indemnitor’s defense of and compromise efforts related to such Third Party
        Claim, and shall furnish the Indemnitee with copies of all relevant pleadings
        and correspondence. In addition, Indemnitee and the Indemnitor shall cooperate
        with each other, make available personnel for interviews, discovery and court
        appearances, and make available to each other and their legal counsel and
        other
        designated agents and representatives all available relevant records or other
        materials required by them for their use in defending, compromising or
        contesting any Third Party Claim.

       

      (e)
        If the
        claim for Losses does not arise from a Third Party Claim (a “Non-Third
        Party Claim”),
        the
        Indemnitor shall have thirty (30) days after receipt of notice of such Non-Third
        Party Claim from the Indemnitee to object to such claim by giving notice
        to the
        Indemnitee specifying the reasons for such objection or objections. If the
        Indemnitor has not so objected to the Non-Third Party Claim as of the close
        of
        business on such thirtieth (30th)
        day,
        the total amount of the Non-Third Party Claim shall thereupon become chargeable
        to and payable by the Indemnitor in accordance with the terms and conditions
        of
        this Section. If the Indemnitor objects timely to the Non-Third Party Claim
        and
        the Indemnitor and the Indemnitee(s) are unable to settle any such dispute,
        both
        Persons shall have all rights and remedies at law or in equity, and either
        the
        Indemnitor or any Indemnitee may commence an action or proceeding to resolve
        such dispute and determine any amounts due hereunder from the
        Indemnitor.

       

      10.4
        Reduction for Insurance.
        The
        amount of any payment to any Indemnitee pursuant to this Section 10
        shall be
        reduced by the amount of any insurance proceeds actually received by or on
        behalf of such Indemnitee in reduction of the related indemnifiable Loss.
        Any
        Indemnitee which subsequently receives insurance proceeds in respect of the
        related indemnifiable Loss shall pay to the Indemnitor a refund equal to
        the
        amount of such insurance proceeds actually received by the Indemnitee (net
        of
        all direct collection expenses), subject to an aggregate limit on such refund
        of
        the amount the Indemnitor has paid the Indemnitee in respect of such
        indemnifiable Loss.

       

      10.5
        Exclusive Remedy.
        Except
        for claims for injunctive or other equitable relief, fraud or intentional
        misconduct or intentional misrepresentation committed in relation to this
        Agreement, Purchaser and Seller acknowledge and agree that, after the Effective
        Time, the foregoing indemnification provisions shall be the exclusive remedy
        with respect to any Losses incurred by a Seller Indemnified Party or Purchaser
        Indemnified Party, respectively, in connection with the Sale and the other
        transactions contemplated by this Agreement.

       

      10.6
        Additional Limitations on Recourse.
        Notwithstanding anything to the contrary set forth in this Agreement, any
        Purchaser Indemnified Party shall first recover any Losses from the Escrow
        Fund
        before making any claim against the Seller, but at such point as the aggregate
        Losses suffered or incurred by the Purchaser Indemnified Parties exceed the
        Escrow Fund, then the Purchaser Indemnified Parties shall be entitled to
        recover
        such Losses from the Seller subject, however, to the applicable limitations
        and
        qualifications set forth in Sections 10.2
        and
10.4.

       

      
        
          
          

        

        
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      11.
        Miscellaneous Provisions.

       

      11.1
        Further Assurances and Cooperation.
        Except
        as otherwise expressly provided in this Agreement, each Party shall execute,
        acknowledge and deliver to the other any and all other assignments, consents,
        approvals, conveyances, assurances, documents and instruments and shall take
        any
        and all other actions reasonably appropriate or necessary to effectuate,
        carry
        out and comply with all of the terms of this Agreement, the Related Agreements
        and the transactions contemplated hereby and thereby.

       

      11.2
        Successors and Assigns.
        All of
        the terms and provisions of this Agreement shall be binding upon and shall
        inure
        to the benefit of and be enforceable by the respective successors and assigns
        of
        the Parties hereto. No Party hereto may assign any of its rights or delegate
        any
        of its duties under this Agreement without the prior written consent of the
        other Party.

       

      11.3
        Governing Law; Venue.
        This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        Laws of the State of Florida as applied to Contracts made and performed within
        the State of Florida, without giving effect to any choice or conflict of
        Law
        provision or rule (whether of the State of Florida or any other jurisdiction)
        that would cause the application of the Laws of any jurisdiction other than
        the
        State of Florida. The Parties hereby consent to the exclusive jurisdiction
        of
        any Federal court sitting in Palm Beach County, Florida in any Action or
        Proceeding arising out of or relating to this Agreement and agrees that all
        claims in respect of the Action or Proceeding shall be exclusively heard
        and
        determined in any such court. Each of the Parties hereby waives their right
        to
        challenge any proceeding involving or relating to this Agreement on the basis
        of
        lack of jurisdiction over the Person or forum non conveniens.

       

      11.4
        Amendments.
        This
        Agreement may not be amended other than by written instrument signed by the
        Parties hereto.

       

      11.5
        Exhibits, Schedules and Disclosure Schedule.
        The
        exhibits, schedules and disclosure schedules referred to in this Agreement
        shall
        be attached hereto and are incorporated by reference herein.

       

      11.6
        Notices.
        Any
        notice, demand, claim or communication required, permitted, or desired to
        be
        given hereunder shall be in writing and deemed effectively given when: (i)
        on
        the date of delivery if personally delivered against a written receipt; (ii)
        on
        the date of delivery if sent by facsimile with receipt confirmed; (iii) on
        the
        first Business Day following the date of dispatch if delivered to a reputable
        overnight courier service (such as DHL Courier, Federal Express, United Parcel
        Service, etc.) for overnight delivery; or (iv) on the third Business Day
        if
        deposited in the United States mail, with postage prepaid thereon, certified
        or
        registered mail, return receipt requested, addressed as follows:

       

      
        
          
          

        

        
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                  If
                    to Seller:

                	
                  Metropolitan
                    Health Networks, Inc.

                
	 	
                  250
                    Australian Avenue, South

                
	 	
                  Suite
                    400 

                
	 	
                  West
                    Palm Beach, Florida 33401

                
	 	
                  Attn:
                    Michael Earley, Chief Executive Officer

                
	 	
                  Facsimile:
                    (561) 805-8501

                
	
                  With
                    a copy to:

                	
                  Hunton
                    & Williams, LLP

                
	 	
                  1111
                    Brickell Avenue, Suite 2500

                
	 	
                  Miami,
                    Florida 33131

                
	 	
                  Attn:
                    David E. Wells, Esq.

                
	 	
                  Facsimile:
                    (305) 810-2460

                
	
                  If
                    to Purchaser:

                	
                  Humana
                    Medical Plan, Inc.

                
	 	
                  500
                    West Main Street

                
	 	
                  Louisville,
                    Kentucky 40202

                
	 	
                  Attention:
                    Humana Law Department

                
	 	
                  Facsimile:
                    (502) 580-2799

                
	
                  With
                    a copy to:

                	
                  Greenebaum
                    Doll & McDonald PLLC

                
	 	
                  3500
                    National City Tower

                
	 	
                  101
                    South Fifth Street

                
	 	
                  Louisville,
                    Kentucky 40202

                
	 	
                  Attention:
                    Daniel E. Fisher, Esq.

                
	 	
                  Facsimile:
                    (502) 540-2193

                


        

      

       

      Any
        Party
        may send any notice, request, demand, claim or other communication hereunder
        to
        the intended recipient at the address set forth above using any other means
        (including messenger service, telecopy, telex, ordinary mail or electronic
        mail), but no such notice, request, demand, claim or other communication
        shall
        be deemed to have been duly given unless and until it actually is received
        by
        the intended recipient. Any Party may change the address to which notices,
        requests, demands, claims and other communications hereunder are to be delivered
        by giving the other Party notice in the manner set forth herein.

       

      11.7
        Headings.
        The
        section and other headings contained in this Agreement and in the exhibits
        and
        disclosure schedules to this Agreement are included for the purpose of
        convenient reference only and shall not restrict, modify or otherwise affect
        in
        any way the meaning or interpretation of this Agreement or the exhibits,
        schedules and disclosure schedules hereto.

       

      11.8
        Confidentiality and Publicity; Press Releases.
        Each
        Party shall hold in confidence the terms of this Agreement, and, except as
        provided below, such terms shall not be disclosed without the prior written
        consent of the other Party. The Parties shall not discuss with, or provide
        nonpublic information to, any third Party (except for such Party’s Advisors)
        concerning this transaction prior to the Closing Date, except (i) as required
        in
        governmental filings or judicial, administrative or arbitration proceedings,
        or
        (ii) pursuant to public releases or announcements either (A) made with the
        prior
        written approval of Seller and Purchaser (which consent shall not be
        unreasonably withheld or delayed), or (B) required by any Law (including
        Regulation FD promulgated under the Securities Exchange Act of 1934, as amended
        (the “Exchange
        Act”))
        or
        Order or the rules of any stock exchange on which either Party lists securities,
        in which case the Party required to make the release or announcement shall
        allow
        the other Party reasonable time to comment on such release or announcement
        in
        advance of such issuance, to the extent practicable under the circumstances.
        The
        Purchaser hereby acknowledges and agrees that the Seller will be required
        to
        announce the execution of this Agreement on a Current Report on Form 8-K
        no
        later than four Business Days following the Effective Date and Seller hereby
        agrees to use its best efforts to provide Purchaser at least two Business
        Days
        to comment on the proposed disclosure for the such Form 8-K. Notwithstanding
        anything to the contrary set forth in this Agreement, the Seller and Purchaser
        each acknowledges and agrees not to disclose any information concerning the
        transactions contemplated by this Agreement or any of the Related Agreements
        to
        any Person that would reasonably give rise to a duty under Regulation FD
        under
        the Exchange Act for the either Party to publicly disclose such information
        or
        any other information pertaining to such transactions. The Parties agree
        to
        prepare and issue mutually acceptable press releases on or promptly after
        the
        Closing announcing the transactions contemplated hereby.

       

      
        
          
          

        

        
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      11.9
        Gender and Number; Construction.
        All
        references to the neuter gender shall include the feminine or masculine gender
        and vice versa, where applicable, and all references to the singular shall
        include the plural and vice versa, where applicable. Unless otherwise expressly
        provided, the word “including” followed by a listing does not limit the
        preceding words or terms and shall mean “including, without limitation.” The
        Parties hereto are sophisticated and have been represented by attorneys
        throughout the transactions hereby who have carefully negotiated the provisions
        hereof. As a consequence, the Parties do not intend that the presumptions
        of
        Laws or rules relating to the interpretation of contracts against the drafter
        of
        any particular clause should be applied to this Agreement or any Related
        Agreement.

       

      11.10
        Third Party Beneficiary.
        None of
        the provisions contained in this Agreement are intended by the Parties, nor
        shall they be deemed, to confer any benefit on any Person not a Party to
        this
        Agreement other than with respect to Section 10
        hereof,
        which shall be enforceable by Seller Indemnified Parties and Purchaser
        Indemnified Parties.

       

      11.11
        Expenses and Attorneys’ Fees.
        Except
        to the extent otherwise provided in this Agreement, each Party shall bear
        and
        pay its own costs and expenses relating to the preparation, negotiation,
        execution and delivery of this Agreement and the Related Agreements and to
        the
        transactions contemplated by, or the performance of or compliance with any
        condition or covenant set forth in, this Agreement and the Related Agreements,
        including without limitation, the disbursements and fees of their respective
        Advisors, whether or not the transactions contemplated hereby are consummated.
        If any action is brought by any Party to enforce any provision of this
        Agreement, the prevailing Party shall be entitled to recover its court costs
        and
        reasonable attorneys’ fees and costs.

       

      11.12
        Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        Agreement, binding on all of the Parties hereto. The Parties agree that
        facsimile copies of signatures shall be deemed originals for all purposes
        hereof
        and that a Party may produce such copies, without the need to produce original
        signatures, to prove the existence of this Agreement in any proceeding brought
        hereunder.

       

      
        
          
          

        

        
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      11.13
        Entire Agreement.
        Except
        as expressly provided herein, this Agreement, the Related Agreements, the
        exhibits, schedules and disclosure schedules, and the documents referred
        to in
        this Agreement contain the entire understanding between the Parties with
        respect
        to the transactions contemplated hereby and supersede all prior or
        contemporaneous agreements, understandings, representations and statements,
        oral
        or written, between the Parties on the subject matter hereof.

       

      11.14
        No Waiver.
        Any
        term, covenant or condition of this Agreement may be waived at any time by
        the
        Party that is entitled to the benefit thereof, but only by a written notice
        signed by the Party expressly waiving such term or condition. The subsequent
        acceptance of performance hereunder by a Party shall not be deemed to be
        a
        waiver of any preceding breach by any other Party of any term, covenant or
        condition of this Agreement, other than the failure of such other Party to
        perform the particular duties so accepted, regardless of the accepting Party’s
        Knowledge of such preceding breach at the time of acceptance of such
        performance. The waiver of any term, covenant or condition shall not be
        construed as a waiver of any other term, covenant or condition of this
        Agreement.

       

      11.15
        Severability.
        If any
        term, provision, condition or covenant of this Agreement or the application
        thereof to any Party or circumstance shall be held to be invalid or
        unenforceable to any extent in any jurisdiction, then the remainder of this
        Agreement and the application of such term, provision, condition or covenant
        in
        any other jurisdiction or to Persons or circumstances other than those as
        to
        whom or which it is held to be invalid or unenforceable, shall not be affected
        thereby, and each term, provision, condition and covenant of this Agreement
        shall be valid and enforceable to the fullest extent permitted by
        Law.

       

      11.16
        Time is of the Essence.
        Time is
        of the essence for all dates and time periods set forth in this Agreement
        and
        each performance called for in this Agreement.

       

      [Signature
        Page Follows]


      
        
          
          

        

        
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      In
        Witness Whereof,
        this
        Agreement has been entered into as of the day and year first above
        written.

       

      

        
          	
                  Humana
                    Medical Plan, Inc.

                
	 
	
                  By:
                    

                	 
	 	
                  Kathleen
                    Pellegrino,
                    Vice President

                
	 	
                  and
                    Assistant Secretary

                
	 	
                  (“Purchaser”)

                


        

         

        
          
            	
                    Metropolitan
                      Health Networks, Inc.

                  
	
                    By:
                      

                  	 
	
                    Name:
                      

                  	 
	
                    Title:
                      

                  	 
	
                    (“Seller”)

                  


          

        



      
        
          
          

        

        
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      APPENDIX

       

      (The
        Table of Defined Terms,
        which is set forth prior to the body of this Agreement following the Table
        of
        Contents, is a convenient source for cross-references to the section of this
        Agreement or this Appendix where defined terms may be
        located.)

       

      For
        all
        purposes of this Agreement, each of the following terms shall have the meaning
        set forth below:

       

      “Action”
or
        “Proceeding”
means
        any action, hearing, proceeding (public or private), arbitration or suit
        (whether civil, criminal, administrative or investigative) commenced, brought
        or
        conducted by any Person, or any investigation or audit by any Governmental
        Authority.

       

      “Advisors”
means,
        with respect to any Person, such Person’s directors, officers, employees,
        accountants, legal counsel, and financial, actuarial, regulatory and tax
        advisors.

       

      “Affiliate”
means
        any Person directly or indirectly controlling, controlled by, or under common
        control with, another Person. For purposes of this definition “control”
(including the terms “controlled by” and “under common control with”) means the
        possession, direct or indirect, of the power to direct or cause the direction
        of
        the management and policies of a Person, whether through the ownership of
        voting
        securities, by contract or otherwise

       

      “Agency
        Audit”
means
        any biennial audit by CMS.

       

      “AHCA”
        means
        the Florida Agency for Health Care Administration.

       

      “Applicable
        Rate”
means
        an interest rate of five percent (5%) per annum.

       

      “Business”
        means
        the business of operating a managed care business in the State of Florida,
        including engaging in operations as a Medicare Advantage
        Organization.

       

      “Business
        Day”
        means a
        day other than a Saturday or a Sunday or other day on which commercial banks
        in
        West Palm Beach, Florida are authorized or required by Law to
        close.

       

      “Claims
        Settlement Period”
        means
        the period commencing with the Effective Time and expiring the last calendar
        day
        of the sixth
        month
        following the Effective Time.

       

      
        
          
          

        

        
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      “Closing
        Net Equity”
        means
        the Company’s Net Equity at the Effective Time, as finally determined at the end
        of the Claims Settlement Period pursuant to Section 2.5,
        determined in accordance with SAP and otherwise consistent with past practices
        and methodologies of the Company, without giving effect to purchase accounting
        adjustments or other acquisition-related adjustments that Purchaser may make
        in
        connection with the Sale and other transactions provided for herein; provided,
        notwithstanding the foregoing, that the following items or adjustments shall
        ,
        if not previously done so, be taken into account for purposes of making the
        determination of Closing Net Equity: (i) to include in such calculation the
        value of intercompany payables and receivables (including any promissory
        notes),
        if any, between the Company and any of its Affiliates; and (ii) to reflect
        the
        value (including, any increase or diminution thereof) of any assets or
        liabilities of the Company related to or resulting from: (A) any amounts
        due a
        current or past director, officer, employee or consultant of the Company
        for
        severance, compensation or other amounts due such director, officer, employee
        or
        consultant arising or resulting from the termination of their employment,
        appointment or engagement with the Company at or prior to the Closing; (B)
        any
        severance, retention or change of control payments or bonuses, or similar
        compensatory arrangements, paid or payable to directors, officers, employees
        or
        consultants of the Company, or any payments due any employee listed on
Schedule
        6.3(c)
        upon
        termination of their employment Contract, as a result of the consummation
        of the
        Sale or any other transaction described in this Agreement (excluding any
        such
        payments or compensation of the type referred to above for which Purchaser
        or
        the Company is responsible under the terms of this Agreement for or on account
        of actions taken, or policies, terms or conditions put into effect, by Purchaser
        or the Company after the Effective Time); (C) any recoveries, rebates, refunds,
        collections or reimbursements collected within the Claims Settlement Period
        to
        the Company relating to the Company’s operations prior to the Effective Time
        (including any pharmacy rebates and recoveries related to: insurance losses,
        coordination of benefits, subrogation, reinsurance, and hospital audits,
        irrespective of whether such items were reflected or understated on the Closing
        Balance Sheet delivered by the Chief Financial Officer of the Company in
        accordance with Section 2.4);
        (D)
        the MHP Closing Costs; and (E) any changes in estimates as of the Effective
        Time
        of an asset or a liability or expense included in the determination of Estimated
        Net Equity, including, but not limited to, any changes in (x) premium receivable
        from CMS related to calendar year 2007 Medicare member risk score changes
        above
        or below the accrued receivable and (y) premiums received from CMS after
        the
        Effective Time as a result of CMS Medicare member risk score changes enacted
        after the Effective Time that are retroactive to time periods prior to the
        Effective Time; provided, further, that the liabilities for medical claims
        payable and incurred but not reported medical claims as of the Effective
        Time
        shall be an amount equal to the sum of (A) all amounts actually paid with
        respect to medical claims or settlements of medical claims during the Claims
        Settlement Period for covered services relating to Members where the date
        of
        service preceded the Effective Time, and (B) the Completion Amount (defined
        below), and (C) a loss adjustment expense of three percent (3%) of the sum
        of
        (A) and (B) above. Further, the Parties shall include in the determination
        of
        Closing Net Equity: in lieu of any estimates in the Closing Balance Sheet,
        (x)
        the net amount of the actual reconciliations with CMS for all Reconciliation
        Years prior to the Reconciliation Year 2008 that remain open and unreconciled
        attributable to (1) the CMS Part D Payment Reconciliation (including Risk
        Sharing, Low Income Cost Subsidy, Reinsurance Subsidy and Budget Neutrality)
        and
        (2) the CMS Part D Plan to Plan Reconciliation; plus (y) the estimates reflected
        in the Closing Balance Sheet of the same two amounts for the portion of the
        Reconciliation Year 2008 ending at the Effective Time, the final payment
        for
        which shall be made pursuant to Section 2.6(a).
        Further, the Parties shall include in the determination of Closing Net Equity
        the estimates reflected in the Closing Balance Sheet of any payments to be
        received from CMS regarding the Medicare Risk Payments, the final payment
        for
        which shall be made pursuant to Section 2.6(b).
        Notwithstanding anything to the contrary contained in this definition, to
        the
        extent any expense is otherwise satisfied by Seller, the payment of such
        expense
        shall not be deemed a liability for purposes of determining the Closing Net
        Equity. 

       

      
        
          
          

        

        
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      “CMS”
means
        the Centers for Medicare and Medicaid Services, a division of the United
        States
        Department of Health and Human Services.

       

      “CMS
        Part D Payment Reconciliation”
        means
        all retroactive payments, adjustments and reconciliations between CMS and
        the
        Company pursuant to 42 CFR Part 423, Subpart G.

       

      “COBRA”
shall
        refer to Provisions relating to the continuation of coverage under group
        medical
        plans set forth in Part 6, Subtitle B, Title I of ERISA, and section 4980B
        of
        the Code.

       

      “Code”
        means
        the Internal Revenue Code of 1986, as amended, and the regulations promulgated
        thereunder.

       

      “Completion
        Amount”
        means a
        good faith estimate, based on the application of actuarial standards and
        principles consistent with past practices of the Company, of all remaining
        medical service expenses for the period preceding the Effective Time which
        have
        not been paid prior to expiration of the Claims Settlement Period.

       

      “Confidential
        Information”
shall
        mean all information of any kind concerning Purchaser, Seller the Company
        or
        their Affiliates, in connection with the transactions contemplated by this
        Agreement except information: (i) ascertainable or obtained from public or
        published information, or is otherwise in the public domain at the time
        disclosed or obtained; (ii) received from a third party not known by such
        party
        to be under an obligation to keep such information confidential; (iii) that
        is
        or becomes known to the public (other than through a breach of this Agreement);
        or (iv) that was in such party’s possession prior to disclosure thereof to such
        party in connection herewith.

       

      “Contract”
or
        “Agreement”
means
        any contract, agreement, subcontract, indenture, note, bonds (including surety
        bond), loan, instrument, lease, mortgage, franchise, license, assignment,
        purchase order, sale order, proposal, bid, undertaking, arrangement,
        understanding, commitment, whether written or oral, that is legally
        binding.

       

      “DB
        Plan”
shall
        refer to any employee benefit plan sponsored by Seller or an ERISA Affiliate
        subject to Title I, Subtitle B, Part 3 or ERISA or Title IV of
        ERISA.

       

      “Deferred
        Compensation Plan”
shall
        refer to any “nonqualified deferred compensation plan” within the meaning of
        section 409A(d)(1) of the Code.

       

      “Enrollment
        Forms”
means
        all applications and other documents which are or have been submitted by
        Members
        or prospective Members for enrollment in a Health Benefit Plan and which
        have
        been accepted by the Company.

       

      “ERISA”
shall
        refer to the Employee Retirement Income Security Act of 1974, as
        amended.

       

      “ERISA
        Affiliate”
shall
        refer to any other person or entity that, together with the Company or the
        Seller, would be treated as a single employer under section 414 of the
        Code.

       

      “Escrow
        Agent”
means
        the mutually acceptable escrow agent retained to serve as such pursuant to
        the
        Escrow Agreement.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

         

      

      “Escrow
        Agreement”
means
        the Escrow Agreement among Purchaser, the Seller and Escrow Agent, in
        substantially the form attached hereto as Exhibit
        B.

       

      “Escrow
        Fund”
means
        $1,400,000.00, deposited with the Escrow Agent in accordance with the Escrow
        Agreement and Sections 2.5
        and
2.8
        of this
        Agreement.

       

      “Estimated
        Net Equity”
        means
        the Company’s Net Equity as of the last calendar day of the month which is two
        months prior to the month during which the Closing occurs (which amount is
        intended to be a reasonable estimate of the Company’s Net Equity as of the
        Effective Time), determined in accordance with SAP and otherwise consistent
        with
        past practices and methodologies of the Company as more fully described in
        Schedule
        2.4,
        but
        without giving any effect to purchase accounting adjustments or other
        acquisition-related adjustments that Purchaser may make in connection with
        the
        Sale and the other transactions provided for in this Agreement; provided,
        notwithstanding the foregoing, that the following items or adjustments shall
        ,
        if not previously done so, be taken into account for purposes of making the
        determination of Estimated Net Equity: (i) to include in such calculation
        the
        value of intercompany payables and receivables (including any promissory
        notes),
        if any, between the Company and any of its Affiliates; and (ii) to reflect
        the
        value (including, any increase or diminution thereof) of any assets or
        liabilities of the Company related to or resulting from: (A) any amounts
        due a
        current or past director, officer, employee or consultant of the Company
        for
        severance, compensation or other amounts due such director, officer, employee
        or
        consultant arising or resulting from the termination of their employment,
        appointment or engagement with the Company at or prior to the Closing; (B)
        any
        severance, retention or change of control payments or bonuses, or similar
        compensatory arrangements, paid or payable to directors, officers, employees
        or
        consultants of the Company, or any payments due any employee listed on
Schedule
        6.3(c)
        upon
        termination of their employment Contract, as a result of the consummation
        of the
        Sale or any other transaction described in this Agreement (excluding any
        such
        payments or compensation of the type referred to above for which Purchaser
        or
        the Company is responsible under the terms of this Agreement for or on account
        of actions taken, or policies, terms or conditions put into effect, by Purchaser
        or the Company after the Effective Time); (C) a good faith estimate of medical
        expenses payable determined by the Company; (D) a loss adjustment expense
        of
        three percent (3%) of subclause (C) above; and (E) the MHP Closing Costs.
        Notwithstanding anything to the contrary contained in this definition, to
        the
        extent any liability of the Company will be paid at or after closing by the
        Sellers, the payment of such expense shall not be deemed a liability for
        purposes of determining the Estimated Net Equity.

       

      “Federal
        HMO Act”
        means
        the federal Health Maintenance Organization Act of 1973, codified at 42 U.S.C.
§
300e.

       

      “GAAP”
means
        United States generally accepted accounting principles as in effect from
        time to
        time applied on a consistent basis.

       

      “Governmental
        Authorization”
means
        any consent, license, or certificate of need, registration, authorization
        or
        permit issued, granted, given or otherwise made available by or under the
        authority of any Governmental Authority or pursuant to any Law or
        Order.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

         

      

      “Governmental
        Authority”
means,
        collectively, any: (i) nation, state, county, city, town, village, district
        or
        other jurisdiction of any nature; (ii) federal, state, local, municipal or
        other
        governmental organization or body; (iii) governmental or quasi governmental
        authority of any nature (including any governmental agency, branch, department,
        official or entity and any court or other tribunal); or (iv) body exercising,
        or
        entitled to exercise, any administrative, executive, judicial, legislative,
        regulatory or Taxing authority of any nature.

       

      “Health
        Benefit Laws”
shall
        mean all Laws of the State of Florida and all other jurisdictions wherein
        the
        Company is conducting its Business, and federal Laws of the United States
        of
        America, relating to the licensure, certification, qualification or authority
        to
        transact business relating to the provision of, payment for, arrangement
        of, or
        administration or utilization of health or medical benefits, insurance or
        provider claims, including ERISA, the Consolidated Omnibus Budget Reconciliation
        Act of 1985, as amended, the HIPAA, the Laws governing the Medicare Advantage
        Program, the Insurance Code of the State of Florida, and other Laws relating
        to
        the regulation of workers compensation, managed care organizations, insurance
        companies, third-party administrators, utilization review agents, certificates
        of need, utilization review coordination of benefits, hospital reimbursement,
        Medicare and Medicaid participation, fraud and abuse, patient referrals and
        provider incentives.

       

      “Health
        Benefit Plan”
means
        all of the health and medical care benefit plans and products, and all of
        the
        prescription drug plans and products, and any evidence of coverage form,
        summary
        of benefits form, or other policy forms reflecting the benefits or coverage
        under such plans, offered, sold, administered or maintained by the Company
        for
        the benefit of its Members.

       

      “HIPAA”
means
        the Health Insurance Portability and Accountability Act of 1996.

       

      “Knowledge”
means
        (i) when referring to Seller’s Knowledge, the actual knowledge of the Seller’s
        Chief Executive Officer, the Seller’s Chief Financial Officer, the Seller’s
        General Counsel and the President of Metcare of Florida, Inc., and in each
        such
        case, the knowledge that a reasonably prudent person would be expected to
        have
        acting in such person’s capacity in the conduct of the Company’s business and
        operations; and (ii) when referring to Purchaser’s knowledge, the actual
        knowledge of Thomas J. Liston, Charles Beckman, Michael Russman and Ralph
        M.
        Wilson, and in each such case, the knowledge that a reasonably prudent person
        would be expected to have acting in such person’s capacity in the conduct of the
        Purchaser’s business and operations.

       

      “Law”
means
        any law, statute, rule, regulation, ordinance and other pronouncement having
        the
        effect of law of the United States of America, the State of Florida, any
        foreign
        country or any domestic or foreign state, county, city or other political
        subdivision of any Governmental Authority.

       

      “Liabilities”
means
        any direct or indirect liability, indebtedness, claim, loss, damage, deficiency,
        obligation, penalty, responsibility, cost or expense, fixed or unfixed, choate
        or inchoate, liquidated or unliquidated, secured or unsecured, accrued,
        absolute, known or unknown, contingent or otherwise.

       

      
        
          
          

        

        
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      “Lien”
shall
        mean any mortgage, security interest, pledge, hypothecation, assignment,
        lease,
        encumbrance, lien, or restriction on transfer, other than restrictions on
        transfer imposed by applicable securities Laws, including the Securities
        Act.

       

      “Material
        Adverse Effect”,
        with
        respect to any Person, means any effect that individually or taken together
        with
        other effects is materially adverse to (i) the condition, properties, assets,
        liabilities, business, operations, or results of operations of such Person
        and
        its subsidiaries, taken as a whole, or (ii) the ability of such Person to
        consummate the transactions contemplated by this Agreement; provided, however,
        that no Material Adverse Effect shall be deemed to have occurred as a result
        of
        (A) general economic conditions affecting generally the industry in which
        such
        Person competes, (B) general market conditions in the United States or (C)
        any
        effect resulting from or arising in connection with the announcement of this
        Agreement or the transactions contemplated hereby, except that a Material
        Adverse Effect shall be deemed to have occurred as a result of any announcement
        of this Agreement or transactions contemplated hereby that result in any
        Affiliated physician organizations, associations or groups terminating its
        relationship with the Company.

       

      “Medicaid”
means
        Title XIX of the Social Security Act, as amended, or any successor Law, and
        all
        regulations issued pursuant thereto and any successor Law, and the Laws of
        the
        State of Florida and any other States in which the Company does business
        passed
        or promulgated in connection with programs administered under Title XIX of
        the
        Social Security Act.

       

      “Medicare”
means
        Title XVIII of the Social Security Act, as amended, or any successor Law
        and all
        regulations issued pursuant thereto and any successor Law.

       

      “Medicare
        Advantage Contracts”
        means
        the Company’s Contracts ## H5426 with CMS (including any successor Contracts)
        that authorize the Company to participate in the Medicare Advantage Program
        and
        offer, sell and administer the Health Benefit Plans in the Service Area.
        

       

      “Medicare
        Advantage Program”
means
        the program enacted under Part C of Title XVIII of the Social Security Act
        as
        succeeded and superceded by Title II of the Medicare Prescription Drug,
        Improvement and Modernization Act of 2003, or any successor Law and all
        regulations issued pursuant thereto or any successor Law.

       

      “Member”
means
        an individual enrolled in any Health Benefit Plan.

       

      “MHP
        Closing Costs”
        means
        the sum of all fees and expenses payable by the Company in connection with
        or
        related to the transactions contemplated hereby to the Advisors (other than
        directors, officers and employees) of Seller and the Company, incurred in
        connection with the Sale, this Agreement or the transactions contemplated
        hereby, including any and all investment banking, accounting, advisory, brokers,
        finders, escrow agent or legal fees set forth in the Reductions Notice delivered
        by Seller to Purchaser pursuant to Section 2.2.

       

      “MHP
        Provider Agreements”
means
        all agreements in the form of Exhibit
        F
        attached
        hereto between the Purchaser and Metcare of Florida, Inc.. 

       

      
        
          
          

        

        
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      “Most
        Recent Balance Sheet”
means
        the balance sheet contained within the Most Recent Financial
        Statements.

       

      “Multiemployer
        Plan”
shall
        refer to any “multiemployer plan” within the meaning of section 3(37) of
        ERISA.

       

      “Net
        Equity”
        shall
        mean the net equity of the Company as determined in accordance with SAP,
        applied
        on a consistent basis with past practices of the Company. 

       

      “OIR”
        means
        the Office of Insurance Regulation of the State of Florida.

       

      “Order”
means
        any decision, award writ, judgment, decree, ruling, verdict, injunction,
        assessment, penalty, or similar order made, issued or entered by, or settlement
        with, any Governmental Authorities or arbitrator.

       

      “Ordinary
        Course of Business”
        means an
        action taken by a Person will be deemed to have been taken in the “Ordinary
        Course of Business” only if:

       

      (a)
        such an
        action is consistent with the past practices of such Person and is taken
        in the
        ordinary course of the normal day-to-day operations of such Person;

       

      (b)
        such
        action is not required to be authorized by the board of directors of such
        Person
        (or by any Person or group of Persons exercising similar authority) and is
        not
        required to be specifically authorized by the parent company (if any) of
        such
        Person; and

       

      (c)
        such
        action is similar in nature and magnitude to actions customarily taken, without
        any authorization by the board of directors (or by any Person or group of
        Persons exercising similar authority), in the ordinary course of the normal
        day-to-day operations of other Persons that are in the same line of business
        as
        such Person.

       

      “PBGC”
shall
        refer to the Pension Benefit Guaranty Corporation.

       

      “Pension
        Plan”
shall
        refer to any “employee pension benefit plan” within the meaning of section 3(2)
        of ERISA.

       

      “Permitted
        Liens”
        means
        (i) materialmen's, mechanics', carriers', workmen's, repairmen's or other
        like
        Liens arising in the Ordinary Course of Business for amounts not yet due
        or
        which are being contested in good faith by appropriate proceedings, (ii)
        Liens
        for current Taxes or special assessments not yet due or any Taxes being
        contested in good faith by appropriate proceedings, (iii) Liens, easements,
        rights of way, encroachments, restrictions or similar conditions affecting
        or
        burdening the Company's assets which individually or in the aggregate do
        not
        detract materially from the use or value of the assets, (iv) purchase money
        Liens and Liens securing rental payments under capital lease arrangements,
        and
        (v) statutory landlord's Liens related to the rental of real property.


       

      “Person”
means
        an individual, a partnership, a corporation, a limited liability company,
        an
        association, a joint stock company, a trust, a joint venture, an unincorporated
        organization or a governmental entity (or any department, agency or political
        subdivision thereof).

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      “Pre-Closing
        Tax Deficiency”
shall
        mean any obligation of Company or its Subsidiaries to pay Pre-Closing Taxes
        that
        are not reserved for, or with respect to which a liability has not been
        recorded, on the Closing Balance Sheet.

       

      “Pre-Closing
        Taxes”
shall
        mean all Liabilities for Taxes of the Company and its Subsidiaries for
        Pre-Closing Tax Periods, including all Liabilities for Straddle Period Taxes
        allocated to any Pre-Closing Period. For purposes hereof, Liabilities for
        Straddle Period Taxes shall be allocated as follows: (i) for Straddle Period
        Taxes that are either (w) based upon or related to income or receipts or
        (x)
        imposed in connection with any sale or other transfer or assignment of property
        (real or personal, tangible or intangible), the portion of such Straddle
        Period
        Taxes allocated to the Pre-Closing Period shall be deemed to be an amount
        which
        would be payable if the taxable period began or ended at the Effective Time;
        and
        (ii) for Straddle Period Taxes imposed on a periodic basis with respect to
        the
        assets of the Company or any of its Subsidiaries, or otherwise measured by
        the
        level of any item, the portion of such Straddle Period Taxes allocated to
        the
        Pre-Closing Period shall be an amount equal to the product of (y) the amount
        of
        such Straddle Period Taxes for the entire period multiplied by
        (z) a
        fraction, the numerator of which is the number of calendar days in the portion
        of such period ending on the Closing Date and the denominator of which is
        the
        number of calendar days in the entire period.

       

      “Pre-Closing
        Tax Period”
shall
        mean any Tax period beginning before the Effective Time and ending at the
        Effective Time, including the portion of any Straddle Period preceding and
        ending at the Effective Time.

       

      “Reconciliation
        Year 2008”
        means
        calendar year 2008.

       

      “SAP”
means
        statutory accounting principles prescribed by the National Association of
        Insurance Commissioners for the preparation of financial statements, as modified
        by the Laws of the State of Florida or other applicable State wherein the
        financial statements of the Company are to be or have been filed, applied
        on a
        consistent basis.

       

      “Seller
        Plan”
shall
        refer to any Pension Plan, Welfare Plan, Multiemployer Plan, Deferred
        Compensation Plan, VEBA, stock option plan, phantom stock plan, stock
        appreciation right, severance plan, life insurance, disability insurance,
        fringe
        benefit plan, or any other arrangement sponsored by Seller, the Company or
        an
        ERISA Affiliate pursuant to which any Company Employee has any present or
        future
        right to any benefits, incentive, bonus, or compensation (other than salary
        or
        wages), or under which the Company has or may have any present or future
        liability.

       

      “Straddle
        Period” means
        a
        period that begins before the Effective Time and ends after the Effective
        Time,
        including any such period to which a periodic or recurring assessment of
        property or other Taxes relates.

       

      “Straddle
        Period Taxes”
        means
        Taxes due and payable with respect to a Straddle Period.

       

      “Statutory
        Surplus”
        means
        the surplus as defined in §641.19 of the Florida Statutes, as amended,
        determined in accordance with SAP, which amount is used to determine compliance
        with the minimum surplus requirements under the Laws of the State of
        Florida.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

         

      

      “Subsidiary”
        means
        any corporation more than fifty percent (50%) of whose outstanding voting
        securities, or any partnership, joint venture or other entity more than fifty
        percent (50%) of whose total equity interest, is directly or indirectly owned
        by
        the Company.

       

      “VEBA”
shall
        refer to any voluntary employees’ beneficiary association under section
        501(c)(9) of the Code.

       

      “Welfare
        Plan”
shall
        refer to any “employee welfare benefit plan” within the meaning of section 3(1)
        of ERISA. 

       

      
        
          
          

        

        
          -9-